Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify a Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another Party (the "Indemnifying Party") under this Section 9, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another the other Party (the "Indemnifying Party") under this Section 9ss.7, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiss.7(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 (not to be withheld unreasonably).

Matters Involving Third Parties. (i1) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 97, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. 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. (ii2) The Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will not consent to indemnify the entry Indemnified Party from and against the entirety of any judgment Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or enter into any settlement with respect to caused by the Third Party Claim without Claim; and (B) the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes conducts the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriateactively and diligently.

Matters Involving Third Parties. (i) If any third party shall notify a Party any party entitled to be indemnified hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another Party the Company or the Investor (the "Indemnifying Party") under this Section 910.4, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. ; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (iiand then solely to the extent) The the Indemnifying Party thereby is prejudiced. (ii)Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified PartyParty at any time within 15 days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes must conduct the defense of the Third Party Claim as actively and diligently thereafter in order to preserve its rights in this regard; and provided in Section 9(d)(ii) above, however, further that the Indemnified Party may defend against retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim in any manner it reasonably may deem appropriateClaim.

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section Article 9, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (iib) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that Party so long as: (A) 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 notifies the Indemnified Party in writing within fifteen (not to be withheld or delayed unreasonably15) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.days after the

Matters Involving Third Parties. (i) If any third party shall notify a any Party (( the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 94, then the Indemnified Party shall promptly (and in any event within five seven (7) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will 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; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages without any admission of liability 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 Section 9(d)(ii8(c)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will 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; provided, however, that the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, howeversubsection 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 be withheld unreasonably.

Matters Involving Third Parties. (i) If any third party shall notify a Party ISI or InfoCure (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by ISI or InfoCure for indemnification against another Party the Shareholders (collectively the "Indemnifying Party") under this Section 9, 7. (a "Third Party Claim") then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in writing.notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Party thereby is Damaged. If the Indemnifying Party notifies the Indemnified Party within fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, then: (ii) A. The Indemnifying Party will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.;

Matters Involving Third Parties. (i) If any third party shall notify notifies a Party entitled to indemnification by the other Party hereunder (the "Indemnified Party") with respect to any matter (a "Third Third- Party Claim") which that may give rise to a claim for indemnification against another the other Party (the "Indemnifying Party") under this Section 97, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Third-Party Claim) notify the Indemnifying Party thereof in writing. (ii) . The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty in its sole discretion; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonablyunreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) . Unless and until an Indemnifying Party assumes the defense of the Third Third-Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Third-Party Claim in any manner he, she, or it may reasonably may deem appropriate. In no event will the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of each of the Indemnifying Parties (not to be unreasonably withheld).

Matters Involving Third Parties. (i1) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9sec. 10, then the Indemnified Party shall promptly (and in any event within five ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii2) The Any Indemnifying Party will 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; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii3) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iisec. 10 d. (2) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (4) 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 Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will 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 Partychoice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 each of the Indemnifying Parties. (v) Notwithstanding anything to the contrary set forth in this Section 8(d), the rights of third parties to make a Third Party Claim shall not apply to those liabilities set forth on Exhibit C attached hereto.

Matters Involving Third Parties. (i1) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 910, then the Indemnified Party shall promptly (and in any event within five ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii2) The Any Indemnifying Party will 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; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii3) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii10 d. (2) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (4) 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 Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (ia) If any third party shall notify a an Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against another any Indemnifying Party (the "Indemnifying Party") under this Section 9Article VII, then the Indemnified Party shall promptly notify Seller's Agent (and in any event within five business days after receiving notice of the Third Party Claimas defined herein) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that no delay on the part of the Indemnified Party in notifying Seller's Agent shall relieve the Indemnifying Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Parties thereby are prejudiced. (b) The Indemnified Party will not may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) aboveto, however, the Indemnified Party may defend against the Third Party Claim in any manner it such Indemnified Party reasonably may deem appropriateappropriate (and such Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and 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 VII. Notwithstanding the foregoing sentence, counsel for any Indemnifying Party shall be permitted to monitor the Indemnified Party's defense of a Third Party Claim for the purpose of advising of the status and progress of the defense. Any such activity shall be at the sole expense of the Indemnifying Parties.

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a right to claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (iib) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages not exceeding the Liability Cap and does not impose an injunction or other equitable relief upon the Indemnified Party. (iiic) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, howeversubsection 8.4(b), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party which consent shall not be withheld unreasonably.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give rise ----- ----------------- to a claim for indemnification against another Party (the "Indemnifying Party") ------------------ under this Section 9Section8, then the Indemnified Party shall promptly (and in any event within five ten (10) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that the Indemnifying Party will not consent to the ----------------- entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiSection8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 except to the extent that the Indemnified Party elects to waive its right to indemnification hereunder with respect to such claim.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 95, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will shall have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii5(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem reasonably 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.

Matters Involving Third Parties. (i1) If any third party shall notify a any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against another any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 913, then the Indemnified Party shall promptly (and in any event within five business days (5) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii2) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii3) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iisubsection 13(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (4) 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 shall not be withheld unreasonably.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 97, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing.; (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party.; (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, howeversubsection 7(d)(ii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate; and (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 shall not be withheld unreasonably.

Matters Involving Third Parties. (i1) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which Claim that may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9, 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 in writing. (ii2) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii3) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iisubsection 9(e)(2) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (4) 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 shall not be withheld unreasonably.

Matters Involving Third Parties. (ia) If any third party shall notify a Party any party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which may give rise to a claim for indemnification against another Party any other party (the "“Indemnifying Party"”) under this Section 9Article VII, then the Indemnified Party shall promptly (and in any event within five business ten (10) days after receiving notice of the Third Third-Party Claim) notify the each Indemnifying Party thereof in writing. (iib) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Third-Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonablyunreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) . Unless and until an Indemnifying Party assumes the defense of the Third Third-Party Claim as provided in this Section 9(d)(ii) above7.3(b), however, the Indemnified Party may defend against the Third Third-Party Claim in any manner he or it may reasonably may deem appropriate. (c) In no event will the Indemnified Party 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 (not to be unreasonably withheld) of each of the Indemnifying Parties or, as applicable, the Shareholders’ Representative.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9ss.7, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will shall have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld withheld, delayed or delayed conditioned unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party). (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiss.7(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or 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 each of the Indemnifying Parties (not to be withheld, delayed or conditioned unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the ( "Indemnified Party") with respect to any matter (a ( "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (promptly, and in any event within five seven (7) business days after receiving notice of the Third Party Claim) , notify the Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will 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; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, not to be withheld or delayed unreasonably) , unless the judgment or proposed settlement involves only the payment of money damages without any admission of liability 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 Section 9(d)(ii8(c)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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, not to be withheld unreasonably.

Matters Involving Third Parties. (ia) If any third party shall notify a Party any party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against another Party any other party (the "“Indemnifying Party"”) under this Section 9Article 6, then the Indemnified Party shall promptly (and notify each Indemnifying Party, thereof in any event within five business days after receiving notice writing; provided, however, that no delay on the part of the Third Indemnified Party Claim) notify in notifying any Indemnifying Party shall relieve the Indemnifying Party thereof in writing. from any obligation hereunder unless the Indemnifying Party is materially prejudiced thereby. (iib) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; providedParty so long as the Indemnifying Party notifies the Indemnified Party in writing, howeverwithin fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of indemnify the Indemnified Party (not to be withheld or delayed unreasonably) unless from and against the judgment or proposed settlement involves only the payment entirety of money damages 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 Section 9(d)(ii) above, however, any Adverse Consequences that the Indemnified Party may defend against suffer directly resulting from, arising out of, relating to or caused by the Third Party Claim in any manner it reasonably may deem appropriateClaim.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9ss. 10, then the Indemnified Party shall promptly (and in any event within [five business days days] after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiss. 10(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem 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 each of the Indemnifying Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a Party (the any Party( "Indemnified Party") with respect to any matter (a ( "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (promptly, and in any event within five seven (7) business days after receiving notice of the Third Party Claim) , notify the Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will 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; providedParty;provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, not to be withheld or delayed unreasonably) , unless the judgment or proposed settlement involves only the payment of money damages without any admission of liability 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 Section 9(d)(ii7(c)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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, not to be withheld unreasonably.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 911, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of indemnify the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.from and

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iisubsection 8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 shall not be withheld unreasonably.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9ss.8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will 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; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiss.8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 each of the Indemnifying Parties.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Third-Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is actually and materially prejudiced. (ii) The (A) Except as provided in clause (B) below, any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Third-Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified PartyParty at any time within thirty (30) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes must conduct the defense of the Third Third-Party Claim as provided actively and diligently thereafter in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim order to preserve its rights in any manner it reasonably may deem appropriatethis regard.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. ; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that Party so long as (A) 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 notifies the Indemnified Party in writing within fifteen (not to be withheld or delayed unreasonably15) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, days after the Indemnified Party may defend against has given notice of the Third Party Claim in any manner it reasonably may deem appropriate.Third

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 97, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will shall have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its such Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii7(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it the Indemnified Party 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 each of the Indemnifying Parties (not to be unreasonably withheld, delayed or conditioned).

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9section, then the Indemnified Party shall promptly (and in any event within five (5) business days days) after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (iib) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice (reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party). (iiic) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to 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 a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writingpursuant to Section 10(g) below. (ii) The Any Indemnifying Party will 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; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 each of the Indemnifying Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against another the other Party (the "“Indemnifying Party"”) under this Section 9§8, then the Indemnified Party shall promptly (and in any event within five business days 5 Business Days after receiving notice of the Third Third-Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonablyunreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Third-Party Claim as provided in Section 9(d)(ii§8(d)(ii) above, however, the Indemnified Party may defend against the Third Third-Party Claim in any manner it may reasonably may deem appropriate. In no event will the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of indemnify the Indemnified Party (not to be withheld or delayed unreasonably) unless from and against the judgment or proposed settlement involves only the payment entirety of money damages 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 Section 9(d)(ii) above, however, any Adverse Consequences the Indemnified Party may defend against suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim in any manner it Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably may deem appropriate.acceptable to

Matters Involving Third Parties. (ia) If any third party shall notify a the Indemnified Party (the "Indemnified Party") in writing with respect to any matter (a "“Third Party Claim") ”), which may give rise to a claim for indemnification against another the Indemnifying Party (the "Indemnifying Party") under this Section 9Agreement, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writingwriting within thirty (30) Business Days of receipt of notice of such claim. (iib) The Indemnifying Party will shall have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party’s choice, at the Indemnifying Party’s sole expense. The Indemnifying Party will not may at its discretion consent to the entry of any judgment or enter into any settlement with respect to the any Third Party Claim without Claim, provided that in the prior written case of any settlement that provides for any relief other than the payment of monetary damages, such consent or settlement will be subject to the consent of the Indemnified Party (Party, which consent will not to be unreasonably withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment delayed. The Indemnifying Party will have full control of money damages such defense and does not impose an injunction or other equitable relief upon the Indemnified Partyproceedings. (iiic) Unless and until an Whether or not the Indemnifying Party assumes elects to defend any Third Party Claim, the parties shall cooperate and exercise all reasonable efforts in the defense or prosecution of any such claim and shall furnish one another with such records, information and testimony, and attend such conferences, proceedings, hearings, trials and appeals as may be reasonably by the Third Party Claim as provided other in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriateconnection therewith.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 95, then the Indemnified Party shall promptly (and in any event within five thirty (30) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; Party provided, however, that the Indemnifying Party party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party party (which consent shall not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Partyparty. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party party Claim as provided in Section 9(d)(ii(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.it

Matters Involving Third Parties. (i) If any third party shall notify a notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 9§8, then the Indemnified Party shall promptly (and in any event within five 5 business days after receiving notice of the Third Third-Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure. (ii) The Any Indemnifying Party will shall have the right at any time within 5 business days after its receipt of a notice from the Indemnified Party pursuant to §8(c)(i), to assume and thereafter conduct the defense of the Third Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Partyunreasonably withheld). (iii) Unless and until an Indemnifying Party timely assumes the defense of the Third Third-Party Claim as provided in Section 9(d)(ii§8(c)(ii) above, however, the Indemnified Party may defend against the Third Third-Party Claim in any manner he, she, or it may reasonably may deem appropriate. (iv) In no event will the Indemnified Party 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 each of the Indemnifying Parties (not to be unreasonably withheld).

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a right to claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 98.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five business ten (10) Business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (iib) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or Table of Contents 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 withheld, conditioned or delayed unreasonablydelayed) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. The Indemnified Party shall provide reasonable assistance to and cooperation with the Indemnifying Party in connection with any Third Party Claim. (iiic) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however8.4(b), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) 7.4.1 If any third party shall notify a Party any party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against another Party any other party (the "“Indemnifying Party"”) under this Section 9Article VII, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. Failure to provide such notice within a timely fashion shall reduce the Indemnifying Party’s obligation to indemnify to the extent such failure or delay causes the Indemnifying Party to suffer damage or prejudice. (ii) The 7.4.2 Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party; and further provided the Indemnified Party may participate at its expense in all negotiations, litigation, discovery and related matters, and to participate in the defense thereof. (iii) 7.4.3 Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) 7.4.2 above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. 7.4.4 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.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another the other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against another the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9ss.7, then the Indemnified Party shall promptly (and in any event within five ten (10) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partychoice; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiss.7(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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.

Matters Involving Third Parties. (i) 8.4.1 If any third party shall notify a Party any Buyer (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another Party any Seller (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party will not from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. 8.4.2 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 without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) aboveto, however, the Indemnified Party may defend against the Third Party Claim in any manner it such Indemnified Party reasonably may deem appropriate.appropriate (and such Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and 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. Notwithstanding the foregoing sentence, counsel for

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 97, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. ; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with and will employ counsel of its choice reasonably satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party will be entitled, at its own expense, to employ counsel separate from counsel for the Indemnified Party in such action if counsel for the Indemnified Party advises the Indemnified Party in writing that a conflict of interest or other reasonable basis exists which makes representation by counsel chosen by the Indemnifying Party not advisable. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; provided, however, that and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem 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 each of the Indemnifying Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a Party any party entitled to be indemnified hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another Party the Company (the "Indemnifying Party") under this Section 910.4, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. ; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (iiand then solely to the extent) The the Indemnifying Party thereby is prejudiced. (ii)Any Indemnifying Party will 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 PartyParty at any time within 15 days after the Indemnified Party has given written notice of the Third Party Claim; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes must conduct the defense of the Third Party Claim as actively and diligently thereafter in order to preserve its rights in this regard; and provided in Section 9(d)(ii) above, however, further that the Indemnified Party may defend against retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim in any manner it reasonably may deem appropriateClaim.

Matters Involving Third Parties. (i) 9.4.1 If any third party shall notify a Party the Company, Sellers or Purchaser, as the case may be (the "Indemnified Party") ), with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another Party the Company, Sellers or Purchaser, as the case may be (the "Indemnifying Party") under this Section 9), then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing: provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) 9.4.2 The Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that Party so long as (i) either 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 notifies the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) abovewriting, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.within fifteen

Matters Involving Third Parties. (i) If any third party shall notify a notifies ------------------------------- any Purchaser Indemnified Party or Seller Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against another Party the other party hereto (the "Indemnifying Party") under this Section 9, then the Indemnified Party shall will notify the Indemnifying Party thereof promptly (and in any event within five business 30 days after receiving any written notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby. Once the Indemnified Party has given notice of the Third matter to the Indemnifying Party, the Indemnified Party Claim) notify may defend against the matter in any manner it reasonably may deem appropriate. In the event the Indemnifying Party thereof in writing. notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such matter (iia) The the Indemnifying Party will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonablyb) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.the

Matters Involving Third Parties. (i) If any third party shall notify a notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against another any other Party or Parties (collectively, the "“Indemnifying Party"”) under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense , which writing shall set forth a particular description of the Third Party Claim with counsel event or condition that is the basis for seeking indemnification hereunder and the amount of its choice reasonably satisfactory to Damages sought by the Indemnified Partythird party; provided, however, that in the case of Buyer seeking indemnification from Sellers, all references in this Section 8 to “Indemnifying Party will not consent to Party” shall mean the entry of any judgment or enter into any settlement Shareholder Representative except with respect to an obligation to make any payment, which obligation shall remain the Third Party Claim without obligation of Sellers; provided, further, that no delay on the prior written consent part of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an in notifying any Indemnifying Party assumes shall relieve the defense of Indemnifying Party from any obligation hereunder unless (and then solely to the Third extent) the Indemnifying Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriateis thereby prejudiced.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of indemnify the Indemnified Party (not to be withheld or delayed unreasonably) unless from and against the judgment or proposed settlement involves only the payment entirety of money damages 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 Section 9(d)(ii) above, however, any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim in any manner it reasonably may deem appropriate.and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against another any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9Agreement, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice notify each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Third Indemnified Party Claim) notify in notifying any Indemnifying Party shall relieve the Indemnifying Party thereof in writingfrom any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is damaged thereby. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party; provided, however, that so long as (A) the Indemnifying Party will not consent to notifies the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Indemnified Party, within 15 business days after the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.be necessary under applicable procedural rules

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 95, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will shall have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii5(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem reasonably appropriate. XXXXXXXXX.XXX, INC. FORM 10-QSB - SEPTEMBER 30, 2000 (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.

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter claim (a "Third Party Claim") which that may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9Article 6, 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 in writing. (iib) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iiic) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iisubsection 6.4(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party which consent shall not be withheld unreasonably.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will 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; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii8(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 each of the Indemnifying Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against another the other Party (the "“Indemnifying Party"”) under this Section 9Article X, then the Indemnified Party shall promptly (and in any event within five business days (5) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (iib) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iiic) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however10.4(b), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably).

Matters Involving Third Parties. (ia) If any third party shall notify a either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 95, then the Indemnified Party shall promptly (notify each Indemnifying Party in writing and in any event within five business days after receiving notice shall provide information regarding the nature of the Third Party Claim) notify Claim to the extent known by the Indemnified Party. Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party thereof in writing. from his, her or its obligation unless (iiand then solely to the extent) the Indemnifying Party is prejudiced. (b) The Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, 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 Third Party Claim that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of indemnify the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages from 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 Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.against

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9(S)8, then the Indemnified Party shall promptly (and in any event within five ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii(S)8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem 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 each of the Indemnifying Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (ia) If any third Person not a party shall notify a Party to this Agreement (including, without limitation, any Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another Party any other party (the "Indemnifying Party") under this Section 9), then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (iib) The Any Indemnifying Party will shall have the right right, at any time its sole cost and expense, to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that Party so long as (i) 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 notifies the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon in writing within 10 days after the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense has given notice of the Third Party Claim as provided in Section 9(d)(ii) above, however, that the Indemnifying Party shall indemnify the Indemnified Party may defend from and against the Third entirety of any Adverse Consequences the Indemnified Party Claim in any manner it reasonably may deem appropriate.may

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 97, then the Indemnified Party shall promptly (and in any event within five ten (10) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; Party provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9ss.4, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing, provided that the failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent that the Indemnifying Party shall have been materially prejudiced thereby. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiss.8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate, and such reasonable defense costs shall remain indemnifiable hereunder.

Matters Involving Third Parties. (i) 11.3.1 If any third party shall notify a notifies either Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 911, then the Indemnified Party shall promptly (and in any event within five seven (7) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) 11.3.2 The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonablyunreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages without any admission of liability and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) 11.3.3 Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided for in Section 9(d)(ii) 11.3.2 above, however, the Indemnified Party may defend against the Third Party Claim in any manner it deems reasonably may deem appropriate. 11.3.4 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 (not to be unreasonably withheld).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem 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 each of the Indemnifying Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9Article VII, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. writing and shall provide all relevant information and documentation in the Indemnified Party's possession; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party or in providing any such relevant information and documentation shall relieve the Indemnifying Party from any obligation hereunder unless (iiand then solely to the extent) The the Indemnifying Party thereby is prejudiced. (b) Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory (but only insofar as such Third Party Claim may give rise to a claim for indemnification against that Party (a "Covered Matter")) so long as the Indemnifying Party notifies the Indemnified Party; provided, however, Party in writing within 60 days after the Indemnified Party has given notice of the Covered Matter that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of indemnify the Indemnified Party (not to be withheld or delayed unreasonably) unless from and against the judgment or proposed settlement involves only the payment entirety of money damages 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 Section 9(d)(ii) above, however, any Adverse Consequences the Indemnified Party may defend against suffer resulting from, arising out of, or caused by the Third Party Claim in any manner it reasonably may deem appropriateCovered Matter.

Matters Involving Third Parties. (i) If any third party shall notify a Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against another Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that the Indemnified Party's failure to perform in ------------------ accordance with this Section 9(d)(i) shall not reduce any its rights or the Indemnifying Party's obligations under Section 7, Section 9(b) or Section 9(c) (as the case may be) unless, and only to the extent, the Indemnifying Party has been directly and materially prejudiced by such failure to perform. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent ----------------- to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) 8.4.1 If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98.4, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The 8.4.2 Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that Party so long as (i) 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 notifies the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.writing within fifteen

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another the other Party (the "Indemnifying Party") under this Section 9Article 10, 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 in writing. (iib) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iiic) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above10.4(b), however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 9ss.7, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. The failure of such Indemnified Party to give notice of any claim for indemnification promptly shall not adversely affect such Indemnified Party's right to indemnity hereunder except to the extent that such failure adversely affects the right of the Indemnifying Party to assert any reasonable defense to such claim. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiss.7(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem 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 each of the Indemnifying Parties (not to be withheld unreasonably).

Matters Involving Third Parties. (ia) If any third party shall notify a any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 9Section, then the Indemnified Party shall promptly (and in any event within five business days Business Days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (iib) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iiic) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii13.4(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. ROANOKE RESTAURANT ASSET PURCHASE AGREEMENT – 21 (d) 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 (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against another any other Party (the "“Indemnifying Party"”) under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, provided however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he, she, or it reasonably may deem 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 each of the Indemnifying Parties.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9, then the Indemnified Party shall promptly (and within the time period set forth in any event within five business days after receiving notice of the Third Party ClaimSection 9(a) above), notify the each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that Party so long as (A) 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 notifies the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.writing within fifteen

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another the Party (the "Indemnifying Party") under this Section 911, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonablyunreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii11(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 (not to be unreasonably withheld).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another the other Party (the "Indemnifying Party") under this Section 97, 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 in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above7(d)(ii), however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. ; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified PartyParty at any time within 15 days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes must conduct the defense of the Third Party Claim as actively and diligently thereafter in order to preserve its rights in this regard; and provided in Section 9(d)(ii) above, however, further that the Indemnified Party may defend against retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim in any manner it reasonably may deem appropriateClaim.

Matters Involving Third Parties. (i) If any third party shall notify a Party notifies any party hereto (the "Indemnified Party") in writing of the assertion, or threatened assertion, of any claim with respect to which indemnification is reasonably likely to be claimed by the Indemnified Party against any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another Party other party hereto (the "Indemnifying Party") under this Section 9Article XI (the "Third Party Claim"), then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) will notify the Indemnifying Party thereof promptly after receiving such written notice from the aforesaid third party; provided that no delay on the part of the Indemnified Party in writing. (ii) The notifying the Indemnifying Party will have relieve the right Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby. The Indemnified Party may (through counsel reasonably satisfactory to the Indemnifying Party) participate at any time to assume and thereafter conduct the defense of its own expense in (but not control) the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that if it notifies the Indemnifying Party will not consent in writing of its intention so to participate on or before the entry tenth (10th) day following the date on which notice of any judgment or enter into any settlement with respect to the such Third Party Claim without was given to the prior written consent of the Indemnifying Party. The Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes shall cooperate fully in the defense of the Third Party Claim as provided in Section 9(d)(ii) aboveand to the extent reasonably requested by the Indemnifying Party (such cooperation shall include the retention and, howeverupon the request of the Indemnifying Party, the Indemnified Party may defend against the Third Party Claim in provision to such party of records and information which are reasonably relevant to such claim or demand and making himself or his employees available on a mutually convenient basis to provide additional information and explanation of any manner it reasonably may deem appropriatematerial provided hereunder.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another the other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in writing. notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (iiand then solely to the extent) The 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 have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Partyresponsible INTECH CABLE, INC. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give rise ----- ----------------- to a claim for indemnification against another the other Party (the "Indemnifying ------------ Party") under this Section 9Section8, then the Indemnified Party shall promptly (and in ----- any event within five ten (10) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that the Indemnifying Party will not consent to the ----------------- entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(iiSection8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 except to the extent that the Indemnified Party elects to waive its right to indemnification hereunder with respect to such claim.

Matters Involving Third Parties. (i) If any third party shall notify a any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against another the other Party (the "Indemnifying Party") under this Section 9[section]8, then the Indemnified Party shall promptly (and in any event within five ten (10) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Partychoice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9(d)(ii[section]8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem 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 except to the extent that the Indemnified Party elects to waive its right to indemnification hereunder with respect to such claim.