Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and

Matters Involving Third Parties. (1) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damagedprejudiced thereby. In For purposes of this Section 7(d), matters relating to Taxes that are addressed in Section 8 shall not be deemed to be a Third Party Claim. (2) The Indemnifying Party will have the event any right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Third Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except Claim that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent indemnify the Indemnified Party concludes reasonably that from and against the counsel 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 has selected has a conflict of interest), (iii) conducts 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 defense of the Indemnifying Third Party (not to be withheld unreasonably), andClaim actively and diligently.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8Article IX, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party shall have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) calendar days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming shall indemnify the defense thereofIndemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently. (c) So long as the matter Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 9.4(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent approval of the Indemnifying Party (not to be withheld unreasonably), andand (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written approval of the Indemnified Party (not to be withheld unreasonably). (d) In the event any of the conditions in Section 9.4(b) above is or becomes unsatisfied, however, (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 may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying 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 (iii) the Indemnifying Party shall remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 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 the Indemnifying Party thereof promptlyin 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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is damagedprejudiced. In Thereafter, the event any 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. (b) An Indemnifying Party will have the right to assume and control the defense of the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim and (ii) the Third-Party Claim involves only money Damages and does not seek an injunction or other equitable relief. (c) So long as the Indemnifying Party is assuming conducting the defense thereofof the Third-Party Claim in accordance with Section 8.7(b) above, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the matter Third-Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld). (d) In the event any of the conditions in Section 8.7(b) above is or becomes unsatisfied, however, (i) 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-Party Claim in any manner it may deem appropriate (and the Indemnified Party shall consult with, but shall not need to obtain any consent from, the Indemnifying Party prior to consenting to any judgment or the entry into any settlement in connection therewith), and(ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. 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 813, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin 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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damagedprejudiced. 13.3.2 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 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. In To the event 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 notifies shall have the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, Party so long as: (iia) the Indemnifying Party notified the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has given written notice of the Third Party Claim that the Indemnifying Party shall assume the defense of the Indemnified Party with respect to the Third Party Claim; (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; and (c) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. 13.3.4 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 13.3.3 above: (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to Third Party Claim; (b) no compromise or settlement of the extent Third Party Claim may be effected by the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (c) the Indemnifying Party may compromise or settle the Third Party Claim without the consent of the Indemnified Party provided that (not to be withheld unreasonably), andi) 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.

Matters Involving Third Parties. (a) 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 89, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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: (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claims, (iii) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice reasonably satisfactory evidence acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.4(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be withheld unreasonablyunreasonably withheld, delayed or conditioned), andand (iii) 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. (d) In the event any of the conditions in Section 9.4(b) above is or becomes unsatisfied, however, (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 may deem appropriate (and the Indemnified Party need not consult with or obtain the consent from any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (a) 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 89, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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, (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claims, (iii) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice reasonably satisfactory evidence acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.4(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), andand (iii) 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. (d) In the event any of the conditions in Section 9.4(b) above is or becomes unsatisfied, however, (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 may deem appropriate (and the Indemnified Party need not consult with or obtain the consent from any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (a) 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 give rise to be claimed (a claim for indemnification against any other "Third Party (the Claim"Indemnifying Party") under this Section 8), then the Indemnified Party shall notify give the Indemnifying Party thereof promptlynotice of such Third Party Claim as provided in Section 10.3 above; provided, however, that no delay on and the part of Indemnifying Party will have the right to defend the Indemnified Party in notifying any Indemnifying against the Third Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely Claim, consent to the extent) entry of any judgment with respect thereto and enter into any settlement with respect thereto, all with counsel of its choice, so long as the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party in writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the matter Third Party Claim pursuant to Section 10.3, that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim. (ib) If the Indemnifying Party will defend undertakes the Indemnified defense of any Third Party against the matter with counsel of its choice reasonably satisfactory Claim pursuant to the Indemnified PartySection 10.4(a) above, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and such expenses shall not be Indemnifiable Damages) and participate in the Indemnifying defense of such Third Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter any Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). 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, andwithout the prior written consent of the Indemnified Party (not to be withheld unreasonably). (c) The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the other parties hereto information or data in connection with the handling of the defense of any Third Party Claim or litigation (including counterclaims filed by the parties), and the party receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, including, without limitation, (1) all out-of-pocket, travel and similar expenses incurred by its personnel in rendering these services; and (2) all fees and expenses for services performed by third parties engaged by or at the request of such other party.

Matters Involving Third Parties. (a) 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 810.1, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedin writing as soon as practicable. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably acceptable to the Indemnified Party so long as (i) the Indemnifying Party shall notify the Indemnified Party in writing (within 30 days after its receipt of notice, howeverin accordance with Section 12.5, of the Third Party Claim as provided in Section 10.2 or, if the Indemnifying Party has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 10.1) that the Indemnified Party will be entitled to indemnification under Section 10.1 hereof from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall of a claim (including any Third Party Claim) will relieve the Indemnifying Party from any liability or obligation hereunder thereby unless (and then solely to the extent) the said Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that prejudiced by such failure to give notice. (c) So long as the Indemnifying Party is assuming conducting the defense thereofof the Third Party Claim in accordance with Section 10.3(b) above, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense (except that expense, and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (iv) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld unreasonably), andor delayed.

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 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iB) the Indemnifying Party will defend provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interest of the Indemnified Party, and (iiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). (iv) In the event any of the conditions in 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to be withheld unreasonablythe entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it 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 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 Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third party shall notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (the "Indemnified Party"each, a “Third Party Claim”) with respect to any matter which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under pursuant to this Section 8Article VII, then the Indemnified Party shall 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 the Indemnifying Party thereof promptlyin writing stating that the Third Party Claim may give rise to a claim for indemnification against the Indemnifying Party and specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any actually prejudiced thereby. (b) The Indemnifying Party notifies has the right, exercisable by written notice to the Indemnified Party within 15 sixty (60) days after the of receipt of a notice from such Indemnified Party has given notice of the matter that the Indemnifying Party is assuming pursuant to Section 7.5(a), to, at its own expense, assume the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter 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 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 may retain separate co-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 at its sole cost selected by the Indemnified Party (and expense reasonably satisfactory to the Indemnifying Party). (except 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 7.5(b), (i) the Indemnifying Party will not be responsible liable for any legal expenses subsequently incurred by any Indemnified Party in connection with the defense of such claim unless the Indemnified Party is advised in writing by counsel chosen by it that there are one or more defenses available to the 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 the separate co-one counsel to the extent selected by the Indemnified Party concludes (and reasonably that satisfactory to the counsel 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 selected has a conflict the effect of interest)waiving, its attorney-client privilege with respect thereto; (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party 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 matter Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. (d) If the Indemnifying Party has not assumed the defense of the Third Party Claim within sixty (not 60) days after notice thereof, (i) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate; (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) to be withheld unreasonably), andthe extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (iii) the Indemnifying Party will remain responsible for any costs the Indemnified Party may incur resulting from the Third Party Claim to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (a) If any third party shall notify any either Party (the "“Indemnified Party"”) with respect to any matter which (a “Third Party Claim”) that may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section §8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) The Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 20 days after the Indemnified Party has given notice of the matter that Third Party Claim, (ii) 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 (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is assuming conducting the defense thereofof the Third Party Claim in accordance with §8.3(b) above, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), andand (iii) 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. (d) If the 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 Third Party Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defend, 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 may deem. In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this clause (d), the Indemnifying Party will remain responsible for any and all Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the extent provided in this §8.

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 88.3, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party form and against the matter with counsel entirety of its choice reasonably satisfactory to any Adverse Consequences the Indemnified PartyParty may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.3(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), andand (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). (d) In the event any of the conditions in Section 8.3(b) above is or becomes unsatisfied, however, (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), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) 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 (iii) 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 8.3. (e) Notwithstanding Section 8.2(a)(viii), Seller and Seller's Shareholder shall not have any Liability to Seller to the extent that (i) Company 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 Company to perform the obligations of Seller under such Contract consistent with the terms thereof except in the case where the other party to the Contract did not permit Company to perform such obligations by reason of the failure to obtain consent to the assignment of such Contract to Company, or (iii) the Contract 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. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8ss. 9, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In forfeits any rights or defenses. (b) Any Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the extent it is assuming the defense thereofrequired to do so, (iii) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice reasonably satisfactory evidence acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (iii) the 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. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with ss. 9.5(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and(iii) 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 Indemnifying Party, which shall not be unreasonably withheld; (ii) 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 attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ss. 9.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter which (a “Third Party Claim”) that may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section §8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any right to assume 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 matter Third Party Claim that the Indemnifying Party is assuming the defense thereof, will assume such defense; (iB) such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; and (C) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently, in the matter with counsel reasonable judgment of its choice reasonably satisfactory to the Indemnified Party. (iii) So long as a Indemnifying Party is conducting the defense of the Third Party Claim in accordance with §8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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. (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with §8(d)(ii) above, (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 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 §8.

Matters Involving Third Parties. (i) If any third 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 89, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the matter Third-Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, (iB) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (C) the Indemnifying Party will defend conducts the Indemnified defense of the Third-Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, Claim actively and diligently. (iiiii) the The Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the defense of the Third-Party Claim. If the Indemnifying Party will be responsible for is conducting the fees and expenses defense of the separate coa Third-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand 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) above is or becomes unsatisfied, however, in the reasonable, good faith judgment of the Indemnified Party (A) the Indemnified Party 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-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 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any 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 matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iB) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice evidence reasonably satisfactory acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third party shall notify any Buyer Indemnified Party or Seller Indemnified Party (the "Indemnified Party") of any matter (a "Third Party Claim") which may reasonably give rise to a claim for indemnification against Seller or Buyer, respectively (the "Indemnifying Party"), pursuant to this Article VIII, 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 to any matter which thereto) notify the Indemnifying Party thereof in writing stating that the Third Party Claim may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall notify the Indemnifying Party thereof promptlyand 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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, prejudiced. (ib) the The Indemnifying Party will defend have the Indemnified Party right at any time to assume the defense against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty and control the defense of such Third Party Claim so long as the Indemnifying Party conducts such defense actively and diligently. (c) From and after the date that the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 8.4(b), (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (except 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; (C) the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel not consent to the extent entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party concludes reasonably that (which shall not be unreasonably withheld or delayed) unless the counsel judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party has selected has a conflict of interest), and does not impose an injunction or other equitable relief upon the Indemnified Party; and (iiiD) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (d) In the event that the Indemnifying Party has not assumed the defense of the Third Party Claim after notice thereof within ninety (90) calendar days of the 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 withheld unreasonablyless 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) is required so as to not prejudice the Indemnified Party), and(A) the Indemnified Party may defend 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, the Indemnifying Party in connection therewith); (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (C) the Indemnifying Party will remain responsible for any costs the Indemnified Party may incur resulting from the Third Party Claim to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section Article 8, then the Indemnified Party shall promptly notify the each Indemnifying Party Party, thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In materially prejudiced thereby. (b) Any Indemnifying Party will have the event any 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 the Indemnifying Party notifies the Indemnified Party in writing, within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim, that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer directly resulting from, arising out of, relating to or caused by the Third Party Claim. (ic) So long as the Indemnifying Party will defend is conducting the Indemnified defense of the Third Party against the matter Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 8.4(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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).

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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 (1) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, except that the Indemnified Party will pay any costs or liabilities attributable to its conduct (i2) the Indemnifying Party will defend provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter Third Party Claim and fulfill its indemnification obligations hereunder, (3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (4) settlement of, or an adverse judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ii5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(b) above, (1) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iii2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, and (3) 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 d) In the event any of the conditions in either Section 8.4(b)(1) or (5) above is or becomes unsatisfied (in the case of Section 8.4(b)(5) after the Indemnified Party has given the Indemnifying Party written notice of the specific deficiencies in the performance of the Indemnifying Party and the Indemnifying Party has failed to be withheld unreasonablytake reasonable steps to remedy such deficiencies within 15 days after receipt of such notice), andhowever, (1) 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 may in good fxxxx xxxx appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (2) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (3) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8, subject to the limitations stated in Section 8.5. In the event any of the conditions in Sections 8.4(b)(2), (3), or (4) above is unsatisfied, the Indemnified Party will have the right to participate in the defense of the applicable Third Party Claim with counsel of its choice at its expense, and the Indemnifying and Indemnified Party will use all reasonable good faith efforts to agree on an equitable apportionment of the expenses of defense and other terms of joint defense, it being understood that neither party will have the unilateral right to commit the other party to any compromise or settlement of such Third Party Claim.

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party party (the "“Indemnifying Party"”) under this Section 8Article 6, then the Indemnified Party shall promptly notify the each Indemnifying Party Party, thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, materially prejudiced thereby. (ib) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer directly resulting from, arising out of, relating to or caused by the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.4(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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).

Matters Involving Third Parties. (a) 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 89, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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: (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claims, (iii) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice reasonably satisfactory evidence acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.4(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be withheld unreasonablyunreasonably withheld, delayed or conditioned), andand (iii) 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. (d) In the event any of the conditions in Section 9.4(b) above is or becomes unsatisfied, however, (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 may deem appropriate (and the Indemnified Party need not consult with or obtain the consent from any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. If (a) Any Indemnified Party seeking indemnification in respect of any legal proceeding, action, claim or demand instituted by any third party Person (in each case, a “Third Party Claim”) shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing 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 liability or obligation hereunder unless (and then solely except to the extentextent that such failure shall have actually prejudiced the defense of the Third Party Claim. (b) Subject to Section 12.3 of this Agreement, any Indemnifying Party will have the right, at its option and expense, to defend against, negotiate, settle or otherwise deal with any Third Party Claim against the Indemnified Party and to be represented by counsel of its own choice (reasonably satisfactory to the Indemnified Party) so long as: (i) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the matter that Third Party Claim; (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim; (iii) if the Indemnifying Party is assuming also a party against whom the defense thereofThird Party Claim is made, the Indemnified Party has not determined in good faith that joint representation would be inappropriate; and (iiv) the Indemnifying Party will defend provides reasonable assurance to the Indemnified Party against the matter with counsel of its choice reasonably satisfactory financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim. (c) So long as the Indemnified Party, Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.4(b): (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes reasonably that the counsel the Indemnifying Party has selected has a an actual or potential conflict of interest), (iiiii) 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 thereto, or compromise, pay or discharge the same without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Indemnified 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, andthen: (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. (d) In the event the Indemnifying Party does not, within thirty (30) days after it receives written notice of the Third Party Claim from the Indemnified Party, agree in writing to accept the defense of such Third Party Claim as provided above in Section 12.4(b), then the Indemnified Party shall have the right to negotiate, defend against, consent to the entry of any 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, (1) the Indemnifying 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 (2) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 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. (a) 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 give rise to be claimed (a claim for indemnification against any other Party (the "Indemnifying PartyTHIRD PARTY CLAIM") under this Section 8), then the Indemnified Party shall notify give the Indemnifying Party thereof promptlynotice of such Third Party Claim as provided in Section 10.3 above; provided, however, that no delay on and the part of Indemnifying Party will have the right to defend the Indemnified Party in notifying any Indemnifying against the Third Party shall relieve Claim with counsel of the Indemnifying Party from any liability or obligation hereunder unless (and then solely to Party's choice, so long as the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party in writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the matter Third Party Claim pursuant to Section 10.3, that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim. (ib) If the Indemnifying Party will defend undertakes the Indemnified defense of any Third Party against the matter with counsel of its choice reasonably satisfactory Claim pursuant to the Indemnified PartySection 10.4(a) above, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and such expenses shall not be Indemnifiable Damages) and participate in the Indemnifying defense of such Third Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter any Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). 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, andwithout the prior written consent of the Indemnified Party (not to be withheld unreasonably). (c) The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the other parties hereto information or data in connection with the handling of the defense of any Third Party Claim or litigation (including counterclaims filed by the parties), and the party receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, including, without limitation, (1) all out-of-pocket, travel and similar expenses incurred by its personnel in rendering these services; and (2) all fees and expenses for services performed by third parties engaged by or at the request of such other party.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8Article VI, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, subject to the limitations contained in Sections 6.2(a) and 6.3(a), (iii) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice evidence reasonably satisfactory acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably); provided, 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. (d) In the event any of the conditions in Section 6.4(b) above is or becomes unsatisfied, however, (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 may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VI.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter which may (a “Third Party Claim”) 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 8Article VIII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless the Indemnifying Party thereby is prejudiced (and then solely to the extentextent of such prejudice). Such notice by the Indemnified Party shall 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. (b) Any Indemnifying Party will have the right to participate in or assume, at the Indemnifying Party’s sole cost and expense, the defense of the Third Party thereby is damaged. In the event any Claim with counsel of its choice 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 matter Third Party Claim that it intends to assume the defense of the Third Party Claim. In the event that the Indemnifying Party is assuming assumes the defense thereofof any Third Party Claim, (i) subject to Section 8.4(c), it shall have the Indemnifying right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party will defend Claim in the name and on behalf of the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to and the Indemnified Party, (ii) Party shall cooperate in good faith in the defense of the Third Party Claim. The Indemnified Party may retain separate co-counsel at its sole cost and expense (except that participate in the Indemnifying defense of the Third Party will be responsible for 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 (subject to the extent 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 concludes reasonably that (not to be withheld unreasonably) unless the counsel judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party has selected has and such judgment or proposed settlement includes the giving by the claimant or the plaintiff of a conflict release of interest)the Indemnified Party, (iii) 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 matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (d) In the event the Indemnifying Party does not elect to compromise or defend the Third Party Claim or fails to notify the Indemnified Party in writing within fifteen (15) days after receipt of the notice of the Third Party Claim in accordance with Sections 8.4(b) (i) the Indemnified Party may defend against, andand 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 (ii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this Article VIII. (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. (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 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced thereby. (ii) The Indemnifying Party will have the event any 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 the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim. (iiii) So long as the Indemnifying Party will defend is conducting the Indemnified defense of the Third Party against the matter Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), andand (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 unreasonably withheld).

Matters Involving Third Parties. (a) If any third party shall notify any Party either Pegasus, the Surviving Corporation or the Shareholders (the "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 8Article, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin 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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party shall have the event any 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: (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim; and (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief. (c) So long as the Indemnifying Party will defend is conducting the Indemnified defense of the Third Party against the matter Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified Party, subsection (iib): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that -41- and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), Claim; (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably); and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (d) If any of the conditions in Section 11.4(b) above is not or no longer satisfied after seven (7) days advance written notice by the Indemnified Party: (i) the Indemnified Party may defend against, andand 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); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article.

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 89, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any indemnifying Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced; provided further that notwithstanding the foregoing, the Parties acknowledge and agree that any Third Party Claim which may give rise to an indemnification claim shall be barred in the event any that written notice of such claim to the Indemnifying Party occurs after the survival periods described in Section 9(a) hereof. (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 matter Third Party Claim that the Indemnifying Party is assuming will assume the defense thereofof the Third Party Claim and, (iB) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently. (iii) So long as the matter Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 9(e)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (Party, 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, which shall not be withheld unreasonably. (iv) In the event any of the conditions in Section 9(e)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim, provided that the Indemnified Party obtains the consent of the Indemnifying Party to such judgment or settlement, which shall not be withheld unreasonably, (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), andand (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party party (the "“Indemnifying Party"”) under this Section 8Article 6, then the Indemnified Party shall promptly notify the each Indemnifying Party Party, thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, materially prejudiced thereby. (ib) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer directly resulting from, arising out of, relating to or caused by the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.5(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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).

Matters Involving Third Parties. (a) If any third party shall notify commence an action or proceeding against any Indemnified Party (the "Indemnified Party") with respect to any matter 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 8a “Third Party Claim”), then the Indemnified Party shall notify the Indemnifying Party thereof promptly; in 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 liability or obligation hereunder unless (and then solely event of its failure to give timely notice only to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that extent the Indemnifying Party is assuming prejudiced thereby. (b) The Indemnifying Party shall have the defense thereof, right to defend the Indemnified Party against the Third Party Claim with counsel and other representatives of its choice so long as (i) the Indemnifying Party will defend shall notify the Indemnified Party in writing (within the fifteen (15) day period after its receipt of notice of the Third Party Claim) and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. Otherwise, the Indemnified Party may defend against the matter Third Party Claim preserving its rights to indemnification hereunder including without limitation for the cost of such defense. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 8.4(b) above, (iii) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense (except that expense, and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, (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 incurred at the sole expense of the Indemnified Party) and (iv) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld unreasonably)or delayed, andunless such settlement includes as a term thereof a general release of the Indemnified Party from such Third Party Claim. Notwithstanding any other provision of this Section 8.4, 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 Indemnifying Party, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such claim.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will assume the defense thereofof the Third Party Claim and (ii) the Third Party Claim does not seek an injunction or other equitable relief. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(b) above, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed, and (iii) 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 (I) the Third Party Claim seeks only monetary damages and (II) the Indemnified Party is completely released from liability with respect to such Third Party Claim. (d) In the event any of the conditions in Section 8.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party will be entitled to defend against the Third Party Claim, and will not consent to the entry of any judgment or enter into any settlement without the consent of the Indemnifying Party, which will not be unreasonably withheld unreasonablyor delayed, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), andand (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the extent provided in this Section 8.

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 86B, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the any Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the such Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any right to defend the Indemnified Party against the Third Party Claim with counsel of its choice 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 matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer (subject to the limitations in this Agreement) resulting from, arising out of, relating to, or caused by the Third Party Claim, and (iB) the Indemnifying Party will defend conducts the defense of the Third Party Claim diligently. The Indemnified Party against shall provide the matter Indemnifying Party with counsel access to such information and 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 its choice reasonably satisfactory to the Indemnified PartyThird Party Claim in accordance with Section 6C(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate (except that but the Indemnifying Party will be responsible for the fees and expenses shall control) in defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (Party, not to be withheld unreasonably), andand (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 not to be withheld unreasonably. Notwithstanding anything to the 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 foregoing clause, the participation by the Indemnified Party in the defense of such Third Party Claim shall be subject to the provisions of Section 6D(i)- (ii) hereof.

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 813, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin 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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damagedprejudiced. (ii) 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 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. In To the event 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 notifies shall have the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, Party so long as: (iia) the Indemnifying Party notified the Indemnified Party in writing within fifteen (15) days after the Indemnifying Party has given written notice of the Third Party Claim that the Indemnifying Party shall assume the defense of the Indemnified Party with respect to the Third Party Claim; (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; and (c) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iv) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 13.3.3 above: (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to Third Party Claim; (b) no compromise or settlement of the extent Third Party Claim may be effected by the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party; and (c) the Indemnifying Party may compromise or settle the Third Party Claim without the consent of the Indemnified Party provided that (not to be withheld unreasonably), andi) 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.

Matters Involving Third Parties. (a) If any third party shall notify any either Party (the "“Indemnified Party"”) with respect to any matter which (a “Third Party Claim”) that may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section § 8, then the Indemnified Party shall as promptly as practicable notify the Indemnifying Party thereof promptlyin 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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) The Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 twenty (20) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party in accordance with this § 8 in connection with such Third Party Claim, (iii) the Indemnifying Party will defend conducts the defense of the Third Party Claim actively and diligently 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 against the matter with counsel of its choice reasonably satisfactory to the Indemnified Partyextent 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). (c) Subject to the provisions of § 8.4(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), andand (iii) 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 such settlement is for monetary payments only and a written agreement is obtained releasing the Indemnified Party from 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 other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damageddamaged or materially prejudiced from adequately defending such claim. In the event any Indemnifying Party notifies the Indemnified Party within 15 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at as its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably and in good faith concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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 within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or it) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any Third Party Claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the Third Party Claim. (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 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 Parties, which shall not be unreasonably withheld.

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 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any 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 matter that the Indemnifying Third Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except Claim that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent indemnify the Indemnified Party concludes reasonably that from and against the counsel 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 has selected has a conflict of interest), (iii) provides the Indemnified Party will not consent with evidence reasonably acceptable to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (not to be withheld unreasonably), andC) the Third Party Claim involves only money

Matters Involving Third Parties. (i) 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 8Article V, then the Indemnified Party shall promptly, and in any event within ten (10) business days after receiving notice of the Third Party Claim, notify each Indemnifying Party thereof in writing (including with such writing all complaints and other documents related to such matter). The omission so to notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying will not relieve it from any Indemnifying Party shall relieve liability it may have hereunder unless the Indemnifying Party from any liability has been materially prejudiced thereby or obligation hereunder unless (and then solely to such failure causes the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice amount of the matter that Loss for which the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend liable to be greater than they otherwise would have been had the Indemnified Party against given timely notice hereunder, but in such event liability shall only extend to the matter extent of such greater Loss. (ii) Any Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except provided, however, that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Indemnified Party (not to be withheld unreasonably). After notice from an Indemnifying Party to the Indemnified Party of an election to assume the defense thereof, andthe Indemnifying Party shall not be liable to an Indemnified Party for the related attorneys' fees and other costs and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (1) the defendants in any action include both Indemnifying and Indemnified Parties (or their respective affiliates) and in which case there is a conflict of interest which would prevent counsel for an Indemnifying Party from also representing the defendant Indemnified Party (or defendant affiliate) in which case the defendant Indemnified Party or affiliate shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party to participate in the defense of such action on behalf of the Indemnified Party (or affiliate); or (2) the Indemnifying Party shall not have employed counsel reasonably satisfactory to an Indemnified Party to represent the Indemnified Party within thirty (30) days after notice of the commencement of the action or such later reasonable time which shall not result in prejudice to the rights of the Indemnified Party. Such defense shall be at the cost and expense of the Indemnifying Party if it is

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 §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 the Indemnifying Party thereof promptlyin writing. The failure to give such prompt notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights and defenses by reason of such failure. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense (including settlement) of the Third Party Claim with counsel of his or its choice; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnified Party (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, however, the Indemnified Party may defend against the Third Party Claim in any manner the Indemnified Party reasonably deems appropriate. (iv) In no event will 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 the Indemnifying Party which consent will not be unreasonably withheld. (v) This §8(d) shall not apply to any Third Party Claim with respect to Taxes, which shall be withheld unreasonablygoverned by §10(c), and.

Matters Involving Third Parties. If any third party shall notify any Party notifies a party hereto (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnification against any other Party party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8Section, then the Indemnified Party shall will notify the each Indemnifying Party thereof promptly; 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) the Indemnifying Party thereby is damaged. In the event If any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i1) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii2) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii3) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (which consent will not to be withheld or delayed unreasonably), andand (4) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party, which consent will not be withheld or delayed unreasonably.

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

Matters Involving Third Parties. (a) 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 8, Article X then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, prejudiced. (ib) the The Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 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 any Losses the Indemnified Party may suffer resulting from, arising out of or attributable to the Third Party Claim and (ii) the Indemnifying Party conducts and agrees in such notice to conduct the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.3(b) above, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (except that ii) 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 will (not to be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interestwithheld, delayed or conditioned unreasonably), and (iii) the Indemnified Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim which involves any relief other than the payment of money damages without the prior written consent of the Indemnified Party. (d) In the event (i) any of the conditions in Section 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 assume 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 the Indemnified Party reasonably may deem appropriate with the consent of the Indemnifying Party which consent shall not be unreasonably withheld, delayed or conditioned, (not to be withheld unreasonablyB) the Indemnifying Party will reimburse the Indemnified Party for the costs of defending against the Third Party Claim (including reasonable attorney's fees and expenses), andand (C) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article X.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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 matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iB) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice evidence reasonably satisfactory acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the 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. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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). (d) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 89, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any prejudiced. (b) 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 (i) the Indemnifying Party promptly notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (iii) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently. (c) So long as the matter Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 9.3(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, and (iii) the Indemnifying Party will not 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, unless the Indemnified Party and any affiliates are fully released from liability and the settlement does not involve any equitable relief. (d) In the event any of the conditions in Section 9.3(b) above is or becomes unsatisfied, however, (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 may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.3. (e) The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party if the Indemnifying Party has assumed the defense of the action with counsel reasonably satisfactory to the Indemnified Party; provided that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party if (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the Indemnifying Party and, in the judgment of counsel for the Indemnified Party, it is advisable for the Indemnified Party or parties to be withheld unreasonably)represented by separate counsel (in which case the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party or parties, andit being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Party or parties.

Matters Involving Third Parties. (a) 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 810.1, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedin writing as soon as practicable. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably acceptable to the Indemnified Party so long as (i) the Indemnifying Party shall notify the Indemnified Party in writing (within 30 days after its receipt of notice, howeverin accordance with Section 12.5, of the Third Party Claim as provided in Section 10.4 or, if the Indemnifying Party has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 10.1) that the Indemnified Party will be entitled to indemnification under Section 10.1 hereof from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall of a claim (including any Third Party Claim) will relieve the Indemnifying Party from any liability or obligation hereunder thereby unless (and then solely to the extent) the said Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that prejudiced by such failure to give notice. (c) So long as the Indemnifying Party is assuming conducting the defense thereofof the Third Party Claim in accordance with Section 10.4(b) above, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense (except that expense, and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (iv) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld unreasonably), andor delayed.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 86, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim to the Indemnifying Party that the Indemnifying Party is assuming will indemnify the Indemnified Party in accordance with this Section 6, (ii) the Third Party Claim involves primarily money damages and does not seek an injunction or other equitable relief which would have a materially adverse effect on the Buyer and (iii) the Indemnifying Party conducts the defense thereofof the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.4(b) above, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may at its own expense retain separate co-counsel at its sole cost and expense (except that participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be withheld unreasonably) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be withheld unreasonably). (d) In the event any of the conditions in Section 6.4(b) above is or becomes unsatisfied, andhowever, (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 may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible to the Indemnified Party in accordance with this Section 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 the other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) The Indemnifying Party will have the event any 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 matter that the Indemnifying Third Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except Claim that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent indemnify the Indemnified Party concludes reasonably that from and against the counsel 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 has selected has a conflict of interest), (iii) provides the Indemnified Party will not consent with evidence reasonably acceptable to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of 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 to be withheld unreasonably)seek an injunction or other equitable relief, and(D) settlement of, or an

Matters Involving Third Parties. (a) 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 812.01, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, in writing as soon as practicable. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably acceptable to the Indemnified Party so long as (i) the Indemnifying Party shall notify the Indemnified Party in writing (within ten days after its receipt of notice of the Third Party Claim) that the Indemnified Party will be entitled to indemnification under Section 12.01 hereof from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the 51 Indemnifying Party diligently conducts the defense of the Third Party Claim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall of a claim (including any Third Party Claim) will relieve the Indemnifying Party from any liability or obligation hereunder thereby unless (and then solely to the extent) the said Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that prejudiced by such failure to give notice. (c) So long as the Indemnifying Party is assuming conducting the defense thereofof the Third Party Claim in accordance with Section 12.03(b) above, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense (except that expense, and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (iv) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld unreasonably)or delayed. Notwithstanding any other provision of this Section 12.03, andif 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 required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such claim.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any 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 matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified 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, (iB) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice evidence reasonably satisfactory acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the 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 8(d)(ii) hereof, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) 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 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 legal and paralegal 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 8.

Matters Involving Third Parties. If (a) Promptly after the receipt by any third party shall notify any Party Person entitled to indemnification pursuant to this Article 8 (the "“Indemnified Party"”) with respect to of notice of 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 8hereunder, then the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) of such Third Party thereof promptlyClaim; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damagedprejudiced. In the event any Indemnifying of a Third Party notifies Claim by a Buyer Indemnified Party, such notice shall be to the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that Representative and in such event references in this Section 8.4 to the Indemnifying Party is assuming shall be to the defense thereof, Representative. (ib) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 30 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 Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party may retain separate co-counsel at its sole cost and expense (except with evidence acceptable to the Indemnified Party that the Indemnifying Party will be responsible for have the fees financial resources to defend against the Third Party Claim and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)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 adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party will not consent to the entry of a judgment or enter into any settlement agreement without the prior written consent of the Indemnified Party, unless such judgment or settlement includes a full release of the Indemnified Party in respect of all indemnifiable Losses resulting therefrom, related thereto or arising therefrom. (c) In the event any of the conditions in Section 8.4(b) above is or becomes unsatisfied, however, (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 may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), andfullest extent provided in this Article 8.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced; it being understood and agreed that the event any 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. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 calendar days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming 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 (it being understood by the Parties that the Indemnified Party may take such actions as are reasonable in connection with its defense thereofuntil it receives such notice from the Indemnifying Party), and (iii) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently. (c) So long as the matter Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 8.04(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (except provided that the Indemnifying Indemnified Party will be responsible for have the right to employ separate counsel to represent the Indemnified Party (the fees and expenses of which will be borne by the separate co-counsel to Indemnifying Party) if, in the extent Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party concludes reasonably that the counsel and the Indemnifying Party has selected has a conflict of interestexists with respect to such claim), (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (iii) the Indemnifying Party will 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 in which any relief other than the payment of money damages is sought against any Indemnified Party, unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Third Party Claim. (d) In the event any of the conditions in Section 8.04(b) above is or becomes unsatisfied, however, (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), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.

Matters Involving Third Parties. (a) If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification against any the other Party party hereto (the "Indemnifying Party") under this Section 8Article VII, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any the Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), andand (iv) the Indemnifying Party will not consent

Matters Involving Third Parties. (i) If any third party shall notify any either Party (the "“Indemnified Party"”) with respect to any matter which may (a “Third Party Claim”) that is reasonably expected to give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 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 the Indemnifying Party thereof promptly; provided, however, that no delay on in writing. Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any liability or obligation hereunder unless (and then solely that it may have to the extentIndemnified Party, except to the extent the defense of such claim is materially 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) the The Indemnifying Party thereby is damaged. In shall have the event any Indemnifying Party notifies right to assume and thereafter conduct the Indemnified Party within 15 days after the Indemnified Party has given notice defense of the matter that the Indemnifying Third Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty and the Indemnifying Party shall have full control of such defense and proceedings, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except including any compromise or settlement thereof; provided, however, that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim 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 assumes the defense of the Third Party Claim as provided in Section 8(d)(ii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event shall 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 the Indemnifying Party (which consent shall not to be withheld withheld, delayed or conditioned unreasonably), and.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section SECTION 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin 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 liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, prejudiced. (ib) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory acceptable to the Indemnified Party so long as the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (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 (iiiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with SECTION 8.04(B) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, and (iii) 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, 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 be made against the Indemnifying Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying 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 may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third Party Claim, but the Indemnifying Party will not to be withheld unreasonably)bound by any determination of any Third Party Claim so defended or any compromise or settlement effected without its consent, andwhich may not be unreasonably withheld.

Matters Involving Third Parties. 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 88.4.1, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. 8.4.2 Any Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iii) the Indemnifying Party will defend provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse 29 judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (iii) 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). 8.4.4 In the event any of the conditions in Section 8.4.2 above is or becomes unsatisfied, however, (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), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.4.4.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Indemnified Party (the "Indemnified Party") with respect to any matter which may give (a “Third-Party Claim”) that gives rise to a claim for indemnification against any other an Indemnifying Party (the "Indemnifying Party") under this Section 89, then the Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof promptly; providedin writing (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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies settlement includes a complete release of the Indemnified Party with respect to the claim) and (iv) select and employ counsel to contest any such claim or liability. The Indemnifying Party shall, within 15 30 days after delivery of the Notice to Indemnifying Party (or sooner, if the nature of the Third-Party Claim so requires), notify the Indemnified Party of its intention as to the conduct and control of the defense of such claim. Until the Indemnified Party has given received notice of the matter that Indemnifying Party’s election whether to defend any claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party is assuming shall decline to assume the defense thereofof any such claim, the Indemnified Party shall defend against such claim (iprovided that the Indemnified Party shall not settle such claim without the consent of the Indemnifying Party) and the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) remain responsible for any Damages the Indemnified Party may retain separate cosuffer as a result of such Third-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel Claim to the extent subject to indemnification under this Section 9. Notwithstanding any other provision of this Agreement, the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry control of any judgment or enter into any settlement with respect Third-Party Claim related to the matter without the written consent of the Indemnifying Party (not to Taxes shall be withheld unreasonably), andgoverned exclusively by Section 10.5.

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 8Article 6, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, materially prejudiced thereby. (ib) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer directly resulting from, arising out of, relating to or caused by the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.5(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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).

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party party (the "“Indemnifying Party"”) under this Section Article 8, then the Indemnified Party shall promptly notify the each Indemnifying Party Party, thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, materially prejudiced thereby. (ib) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer directly resulting from, arising out of, relating to or caused by the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.5(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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).

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 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interest of the Indemnified Party, and (D) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently. (iii) So long as the matter Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement involving any material monetary or non-monetary term or condition applicable to the Indemnified Party or its operations with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). (iv) In the event any of the conditions in 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to be withheld unreasonablythe entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it 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 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 Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin 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 liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) Any Indemnifying Party will have the event any 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 matter that the Indemnifying Third Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except Claim that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent indemnify the Indemnified Party concludes reasonably that from and against the counsel 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 has selected has a conflict of interest), (iii) provides 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), andevidence reasonably acceptable to

Matters Involving Third Parties. (a) 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 8, Article X then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, prejudiced. (ib) the The Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 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 any Losses the Indemnified Party may suffer resulting from, arising out of or attributable to the Third Party Claim and (ii) the Indemnifying Party conducts and agrees in such notice to conduct the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.3(b) above, (ii) 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, (except that ii) 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 will (not to be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interestwithheld, delayed or conditioned unreasonably), and (iii) the Indemnified Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim which involves any relief other than the payment of money damages without the prior written consent of the Indemnified Party. (d) In the event (i) any of the conditions in Section 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 assume 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 the Indemnified Party reasonably may deem appropriate with the consent of the Indemnifying Party which consent shall not be unreasonably withheld, delayed or conditioned, (not to be withheld unreasonablyB) the Indemnifying Party will reimburse the Indemnified Party for the costs of defending against the Third Party Claim (including reasonable attorney's fees and expenses), andand (C) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article X.

Matters Involving Third Parties. (a) 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 Indemnifying Party (the "Indemnifying Party") under this Section 8Article XI, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; in 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 liability or obligation hereunder unless (and then solely event of its failure to give timely notice only to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that extent the Indemnifying Party is assuming prejudiced thereby. (b) The Indemnifying Party shall have the defense thereof, right to defend the Indemnified Party against the Third Party Claim with counsel and other Representatives of its choice so long as (i) the Indemnifying Party will defend shall notify the Indemnified Party in writing (within the five day period after its receipt of notice of the Third Party Claim) that it will indemnify the Indemnified Party from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. Otherwise, the Indemnified Party may defend against the matter Third Party Claim preserving its rights to indemnification hereunder including without limitation for the cost of such defense. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 11.5(b) above, (iii) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense (except that expense, and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party, (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 incurred at the sole expense of the Indemnified Party) and (iv) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld unreasonably)or delayed. Notwithstanding any other provision of this Section 11.5, andif 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 required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such claim.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 87, then the Indemnified Party shall will promptly notify the each Indemnifying Party thereof promptly; provided, however, that no delay in writing. Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any liability or their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (b) Any Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 ten days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently. (c) So long as the matter Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel Section 7.4(b) of its choice reasonably satisfactory to the Indemnified Partythis Agreement, (iii) 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 (except that ii) the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Indemnified Party (not to be withheld unreasonably). (d) If any of the conditions in Section 7.4(b) of this Agreement is not or is no longer satisfied, and(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), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any by the other Party pursuant to Section 12.2 or 12.3 above (the "“Indemnifying Party") under this Section 8”), then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is damagedprejudiced. In Any Indemnifying Party will have the event any 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 matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iB) the Indemnifying Party will defend provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.5(b): (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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). In the event any condition in Section 12.5(b) 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 Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XII.

Matters Involving Third Parties. If any third party shall notify any 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 89, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damagedprejudiced. In Any Indemnifying Party will have the event any 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend indemnify the Indemnified Party against from any adverse consequences the matter with counsel of its choice reasonably satisfactory Indemnified Party may suffer resulting from or caused by the EXHIBIT A (to the Indemnified PartyForm 13D) A-31 Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party may retain separate co-counsel at its sole cost and expense (except with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will be responsible for have the fees financial resources to defend against the Third Party Claim and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)fulfill its indemnification obligations hereunder, and (iii) the Indemnified Indemnifying Party will conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not to be withheld unreasonably), and.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article 10, then the Indemnified Party shall within fifteen (15) days notify the each Indemnifying Party thereof promptly; provided, however, that no delay on in writing. (b) Any Indemnifying Party will have the part of right to defend the Indemnified Party in notifying any Indemnifying against the Third Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely Claim with counsel of its choice reasonably satisfactory to the extentIndemnified Party so long as: (i) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the 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 (iii) the Indemnifying Party will defend conducts the Indemnified defense of the Third Party against Claim actively and diligently. (c) So long as the matter Indemnifying Party is conducting the defense of the Third Party Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified Party, Section 10.4(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably); and (iii) 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). (d) In the event any of the conditions in Section 10.4(b)above is or becomes unsatisfied, however, (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, so long as acting reasonably, the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party, 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 Article 10.

Matters Involving Third Parties. (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 88(d), then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (2) Any Indemnifying Party will have the event any right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iB) the Indemnifying Party will defend provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(2) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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). (4) In the event any of the conditions in Section 8(d)(2) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(d)(4).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8section 11, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, prejudiced. (iii) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 44 45 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 11(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (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 11(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 unless the Indemnifying Party shall have elected to participate in accordance with section 11(d)(v) below, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences for which it may be liable under section 11 hereof. (v) With respect to any Third Party Claim the defense and/or settlement of which is being conducted by the Indemnified Party, the Indemnifying Party shall have the right, at its expense, to fully participate in (but not control) such defense and/or settlement with counsel of its own choosing.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification (a "Third Party Claim") against any the other Party (the "Indemnifying Party") under this Section 8ss.7, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged. In prejudiced. (ii) The Indemnifying Party shall have the event any 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 matter Third Party Claim that the Indemnifying Party is assuming shall indemnify the defense thereofIndemnified Party from and against any losses the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim, (iB) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice evidence reasonably satisfactory acceptable to the Indemnified PartyParty that the Indemnifying Party 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 ss.7(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), andand (C) the Indemnified Party shall consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim seeking only money damages negotiated by the Indemnifying Party. (iv) In the event any of the conditions in ss.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, the Indemnifying Party in connection therewith), (B) the Indemnifying 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 Party shall remain responsible for any losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ss.7.