Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. i. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).

Matters Involving Third Parties. i. Section 9.4.1 If any third party shall notify notifies any Party (the "‘‘Indemnified Party"’’) with respect to any matter (a "Third ‘‘Third-Party Claim"’’) which that may give rise to a claim for indemnification against any other Party (the "‘‘Indemnifying Party"’’) under this Section 89.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. ii. Section 9.4.2 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice choice, reasonably satisfactory to the Indemnified Party Party, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third 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 Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. iii. Section 9.4.3 So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(i)(ii) 9.4.2 above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), unreasonably withheld) and (C) the Indemnifying Party will shall 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 unreasonablyunreasonably withheld). Section 9.4.4 In the event any of the conditions in Section 9.4.2 above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties shall remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article IX.

Matters Involving Third Parties. i. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section Paragraph 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced by such delay. (ii. ) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies notified the Indemnified Party in writing within fifteen (15) with 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will will, to the full extent required by this Agreement, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages damage and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential prejudicial custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii. ) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii8(c)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section8(c)(ii) above is or is not complied with, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer, result from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this paragraph 8.

Matters Involving Third Parties. i. 5.4.1 If any third party shall notify any Party Person that is entitled to seek indemnification pursuant to Sections 5.2 or 5.3 hereof (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party Person (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8Article 5, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any 5.4.2 The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. 5.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) 5.4.2 above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). 5.4.4 In the event any of the conditions in Section 5.4.2 above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article 5.

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

Matters Involving Third Parties. i. 15.12.1 If any third Person other than a party shall notify any Party (the "Indemnified Party") with respect to any matter this Agreement (a "Third Party ClaimParty") asserts a right or claim which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify each Indemnifying Party thereof in writingthe other parties of the matter; PROVIDED, HOWEVER, provided that no any delay on the part of by the Indemnified Party in notifying any providing notice shall not affect the right of indemnification unless the Indemnifying Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 15.12.2 An Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any Indemnifying Party will have the right to may defend the an Indemnified Party against the any Third Party Claim with counsel giving rising to a right of its choice reasonably satisfactory to the Indemnified Party so long as indemnification under this Article provided (Aa) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice receipt of the Third Party Claim notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused as required by the Third Party Claimthis Article, (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations hereunderobligations, (Cc) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief which might be materially adverse to the Indemnified Party's continuing business, (Dd) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ee) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel for a defense under this Subsection 15.12.2 shall be reasonably satisfactory to the Indemnified Party. iii. So long as the 15.12.3 At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above15.12.2, (A) the Indemnified Party may retain separate co-counsel at its sole cost and own expense and participate in the defense of defense. If both the Third Indemnifying Party Claim, (B) and the Indemnified Party will not are participating in the defense, neither may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the other's prior written consent of the Indemnifying Party (consent, which shall not to be withheld unreasonably). 15.12.4 If, and (C) the however, at any time an Indemnifying Party will is conducting the defense of the Third Party Claim but not in accordance with Section 15.12.2, the Indemnified Party may conduct its own defense and may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in any manner it may reasonably determine with the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 15.12.4 shall not to be withheld unreasonably)affect its right of indemnification under this Article.

Matters Involving Third Parties. i. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8ss. 8 (a "THIRD PARTY CLAIM"), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the EXHIBIT 10.49 Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(iiss. 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (BClaim,(B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). iv. In the event any of the conditions in ss. 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ss. 8.

Matters Involving Third Parties. i. (a) If any third party shall notify any Party party entitled to indemnification under Section 5 (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party the party from whom indemnification is claimed (the "“Indemnifying Party"”) under this Section 85, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedforfeits rights or defenses by reason of such failure. ii. Any (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim at the Indemnifying Party’s expense, with counsel of its choice reasonably satisfactory to the Indemnified Party Party, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen twenty (1520) business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (DC) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to adversely affect the continuing business interests of the Indemnified Party, and (ED) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii5.7(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). (d) In the event any of the conditions in Section 5.7(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate but only after the approval of the Indemnifying Party (which approval shall not be unreasonably withheld or delayed), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses incurred by the Indemnified Party), and (C) subject to the limitations contained in this Section 5, the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 5.

Matters Involving Third Parties. i. 7.4.1 If any third third-party shall notify notifies any Party (the "“Indemnified Party"”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8Article 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingthereof; PROVIDED, HOWEVER, provided that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article 7 except to the extentextent (if any) that the Indemnifying Party thereby is prejudicedshall have been actually materially prejudiced thereby. ii7.4.2 The Indemnified Party shall determine and conduct the investigation, defense and the settlement, adjustment or compromise of any Third-Party Claim. Any All of the reasonable costs and expenses incurred by the Indemnified Party in connection with such investigation, defense, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) (“Defense Expense Amounts”) shall be included in the Losses for which the Indemnified Party may seek indemnification pursuant to a claim hereunder, and all Defense Expense Amounts shall be indemnified hereunder regardless of whether it is ultimately determined that such Third-Party Claim itself is indemnifiable hereunder. 7.4.3 The Indemnifying Party will shall have the right to defend receive copies of all pleadings, notices and material written communications with the Indemnified Party against third party claimant or its counsel with respect to the Third Third-Party Claim with counsel (to the extent that receipt of its choice reasonably satisfactory such documents by the Indemnifying Party does not affect any privilege relating to the Indemnified Party so long as (A) and subject to execution by the Indemnifying Party notifies of a standard non-disclosure agreement to the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim extent that the such materials contain confidential or proprietary information). The Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim at its own expense (provided the Indemnifying Party may not unilaterally submit or file any pleadings or motions or subpoena any witnesses in any Proceeding related to such Third-Party Claim. However, the Indemnified Party shall have the right in its sole discretion to ultimately determine and conduct the defense of the Third-Party Claim and the settlement, adjustment or compromise of the Third-Party Claim, (B) the Indemnified Party will not consent to the entry so long as such determinations are commercially reasonable. 7.4.4 No settlement, adjustment or compromise of any judgment or enter into any settlement with respect to the Third such Third-Party Claim without with any third-party claimant shall be determinative of the prior written amount of Losses relating to such matter, except for any such settlement, adjustment or compromise entered into with the consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given if (not to be withheld unreasonably), and (Ci) the Indemnifying Party will unreasonably withholds its consent, or (ii) the Indemnifying Party has not objected within 15 days after a written request for such consent by Indemnified Party. In the event that the Indemnifying Party has consented to any such settlement, adjustment or compromise, the Indemnifying Party shall have no power or authority to object under any provision of this Article 7 to the entry amount of any judgment claim by or enter into any settlement with respect to the Third Party Claim without the prior written consent on behalf of the Indemnified Party (not for indemnification with respect to be withheld unreasonably)Losses related to, arising out of or in connection with such settlement, adjustment or compromise.

Matters Involving Third Parties. i. 16.12.1 If any third Person other than a party shall notify any Party (the "Indemnified Party") with respect to any matter this Agreement (a "Third Party ClaimParty") asserts a right or claim which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify each Indemnifying Party thereof in writingthe other parties of the matter; PROVIDED, HOWEVER, provided that no any delay on the part of by the Indemnified Party in notifying any providing notice shall not affect the right of indemnification unless the Indemnifying Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 16.12.2 An Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any Indemnifying Party will have the right to may defend the an Indemnified Party against the any Third Party Claim with counsel giving rising to a right of its choice reasonably satisfactory to the Indemnified Party so long as indemnification under this Article provided (Aa) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice receipt of the Third Party Claim notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused as required by the Third Party Claimthis Article, (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations hereunderobligations, (Cc) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief which might be materially adverse to the Indemnified Party's continuing business, (Dd) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ee) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel for a defense under this Subsection 16.12.2 shall be reasonably satisfactory to the Indemnified Party. iii. So long as the 16.12.3 At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above16.12.2, (A) the Indemnified Party may retain separate co-counsel at its sole cost and own expense and participate in the defense of defense. If both the Third Indemnifying Party Claim, (B) and the Indemnified Party will not are participating in the defense, neither may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the other's prior written consent of the Indemnifying Party (consent, which shall not to be withheld unreasonably). 16.12.4 If, and (C) the however, at any time an Indemnifying Party will is conducting the defense of the Third Party Claim but not in accordance with Section 16.12.2, the Indemnified Party may conduct its own defense and may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in any manner it may reasonably determine with the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 16.12.4 shall not to be withheld unreasonably)affect its right of indemnification under this Article.

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

Matters Involving Third Parties. i. 10.5.1 If any third party shall notify notifies any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 810 (a “Third Party Claim”), then the Indemnified Party shall will promptly notify each in writing the Indemnifying Party thereof of such Third Party Claim describing in writingreasonable detail the basis for such Third Party Claim (including identification of the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered, or expected to be incurred or suffered, with respect thereto) and enclosing copies of any documents then available to the Indemnified Party relating to such Third Party Claim and thereafter provide the Indemnifying Party such documents and information with respect thereto that the Indemnifying Party may reasonably request; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any indemnification obligation hereunder unless (and then solely to the extent) extent that the Indemnifying Party thereby is prejudicedmaterially prejudiced thereby. Thereafter, the Indemnified Party will promptly deliver to the Indemnifying Party following receipt thereof, copies of all notices, demands and other documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. This Section 10.5 shall not apply to the conduct of any Tax Proceedings, which shall be exclusively governed by Section 9.7. ii. Any 10.5.2 The Indemnifying Party will have the right to defend control the Indemnified Party against defense of the Third Party Claim with counsel of its choice choice; provided, however, that the Indemnifying Party shall have no right to assume the conduct or control of a Third Party Claim (i) if the amount of Losses alleged in such Third Party Claim are reasonably satisfactory expected to exceed two times the remaining Escrow Funds that are not then subject to the reasonably expected Losses alleged in other pending indemnification claims made in accordance with this Section 10 (unless the Indemnifying Party would be liable for amounts exceeding the remaining Escrow Funds if such Third Party Claim were indemnifiable); (ii) that seeks injunctive relief, equitable remedies or other non-monetary remedies; (iii) that includes criminal charges; or (iv) with respect to which the Indemnifying Party is also a defendant and, under applicable principles of legal ethics, in the judgment of counsel to the Indemnified Party so long as (A) Party, a conflict of interest exists or arises that would prohibit a single counsel from representing both the Indemnifying Party notifies and the Indemnified Party in writing connection with the defense of such Third Party Claim. Within six (6) months of any election by the Indemnifying Party to assume the conduct or control of a Third Party Claim, such Indemnifying Party shall notify the Indemnified Party whether such Indemnifying Party acknowledges that such Third Party Claim is within the scope of such Indemnifying Party’s indemnification obligations hereunder subject to the limitations and qualifications contained herein. In the event that the Indemnifying Party fails to acknowledge such indemnification obligations within such six (6) month period, the Indemnified Party shall have the right to elect to takeover and assume the conduct and control of such Third Party Claim from the Indemnifying Party, subject to Section 10.5.3 below. If the Indemnified Party fails to provide written notice to the Indemnifying Party in accordance with the terms of this Agreement that it so elects to take over and assume the conduct and control of such Third Party Claim within fifteen (15) days after Business Days following the end of such six (6) month period, then the Indemnified Party has given notice of the Third Party Claim that will be deemed to have waived such right to elect and the Indemnifying Party will indemnify shall have the Indemnified Party from and against right to control the entirety defense of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. So long as 10.5.3 If the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) aboveClaim, (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (but not of record, and shall not communicate with the Person asserting the Third Party Claim or its Representatives), (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party (such consent not to be withheld unreasonablyunreasonably withheld, conditioned, or delayed), and (Cc) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless (i) written agreement is obtained releasing the Indemnified Party subject to the Third Party Claim from all liability thereunder, (ii) it involves only the payment of money and (iii) the judgment or settlement does not involve any finding or admission of a violation of any Legal Requirement by the Indemnified Party. If the Indemnifying Party is not conducting the defense of the Third Party Claim, the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnified Indemnifying Party (such consent not to be withheld unreasonablyunreasonably withheld, conditioned, or delayed). 10.5.4 Each party will, and will cause their respective Affiliates to, reasonably cooperate in the defense or prosecution of any Third Party Claim and, subject to Section 11.16, will furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Matters Involving Third Parties. i. (a) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party Sellers or Buyer (the "“Indemnifying Party"”) under this Section 8, then Buyer or Seller (as applicable) (the “Indemnified Party Party”) shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. ii. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom precedent or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(i)(ii8.4(b) above, (A) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld). (d) In the event any of the conditions in Section 8.4(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner his, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in; provided, however, that, except with the consent of the Member Agent, no settlement of any such Third-Party Claim with third-party claimants shall be determinative of (i) the amount of Losses relating to such matter or (ii) whether Buyer is entitled to indemnification pursuant to this Section 8.

Matters Involving Third Parties. i. (a) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of writing within 30 days after the Indemnified Party in notifying has received the Third Party Claim; provided, however, that the failure of any Indemnifying Indemnified Party shall relieve to give timely notice will not affect any rights to indemnification hereunder except to the extent that the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiceddemonstrates actual damage caused by such failure. ii. (b) Any Indemnifying Party will have the right to defend participate in and control the Indemnified Party against the defense or settlement of any Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify elects to control such defense, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and (iv) the Indemnifying Party reasonably believes that it is obligated to provide indemnification to the Indemnified Party from under this Agreement. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim, or agree to extend any applicable statute of limitations, without the prior written consent of the Indemnified Party (not to be unreasonably withheld). Table of Contents (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.5(b), the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (d) If any of the conditions in Section 8.5(b) is not or is no longer satisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the entirety of Third Party Claim (including reasonable attorney fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, Claim to the fullest extent provided in this Section 8. (Be) Nothing in this Section 8.5 will limit the Indemnifying Party provides Party’s right to assert that the Indemnified Party with evidence reasonably acceptable is not entitled to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlyunder this Agreement. iii. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).

Matters Involving Third Parties. i. (a) If any Selling Shareholder or any Buyer Party seeks indemnification under this Section 6.4, such Person (the “Indemnified Party”) shall give written notice to the other Person (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party shall notify any which, if adversely determined, may entitle the Indemnified Party (the "Indemnified Party") with respect to any matter indemnity pursuant to this Section 6.4 (a "“Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8”), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Losses hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is prejudicedParty’s ability to successfully defend such claim. ii. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) 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 indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii6.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be withheld unreasonably), ) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be withheld unreasonably). (d) In the event that any of the conditions in Section 6.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party 37 will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 6.4.

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

Matters Involving Third Parties. i. (i) If any third party shall notify any Party (of the "Indemnified Party") Parties with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Indemnified Party (the "Indemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Indemnified Party thereby is prejudiced. (ii. ) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, as provided in the nature of, Section 9(b)(i) or caused by the Third Party Claim(ii), (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii. ) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii9(c)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 9(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Parties need not consult with, or obtain any consent from, any Indemnifying Parties in connection therewith), (B) the Indemnifying Parties shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties shall remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. i. 8.4.1 If any third party shall notify any Party Person that is entitled to seek indemnification pursuant to Sections 8.2 or 8.3 hereof (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party Person (the "Indemnifying Party") under this Section Article 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any 8.4.2 The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Aa) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bb) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cc) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Dd) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ee) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) 8.4.2 above, (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Cc) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). 8.4.4 In the event any of the conditions in Section 8.4.2 above is or becomes unsatisfied, however, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (b) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (c) the Indemnifying Party will remain responsible for any and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article 8.

Matters Involving Third Parties. i. (a) If any third party shall notify any Party party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any the other Party party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8ARTICLE 6, then the Indemnified Party shall promptly notify each (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the date a responsive pleading is due) the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced. ii. Any (b) The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) 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 shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences (subject to the limitations of SECTION 6.5) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(iiSECTION 6.4(b) above, (Ai) the Indemnified Party may retain separate co-co- counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (d) If any of the conditions in SECTION 6.4(B) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically (but no more frequently that monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to be withheld unreasonably)the fullest extent provided in this ARTICLE 6.

Matters Involving Third Parties. i. 6.4.1 If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party (the "Indemnifying Party") under this Section 8Article 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVERprovided however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any 6.4.2 The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ; (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (Diii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. 6.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) 6.4.2 above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ; and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). 6.4.4 In the event any of the conditions in Section 6.4.2 above is or become unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses); and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 6.

Matters Involving Third Parties. i. (a) If any third party shall notify any Party Person that is entitled to seek indemnification pursuant to Sections 13.2 or 13.3 hereof (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a good faith claim for indemnification against any other Party Person (the "Indemnifying Party") under this Section 8Article 13, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. ii. Any (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing writing, within fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third Party Claim Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have has the financial resources to defend against the Third Party Claim and to fulfill its indemnification obligations hereunder, ; (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above, Claim: (Ai) the Indemnified Party may retain separate co-co counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ; and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (d) In the event any of the conditions in Section 13.4(b) above is or becomes unsatisfied: (i) the Indemnified Party shall give the Indemnifying Party written notice of this fact and thereafter shall have the sole right to defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith); (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) that accrue after the written notice referred to in (i) above has been given; and (iii) the Indemnifying Party will remain responsible for any and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article 13.

Matters Involving Third Parties. i. (a) If any third party Third Party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 89, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) 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 indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party -44- Claim in accordance with Section 8(i)(ii9.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party from all liability thereunder. (d) In the event any of the conditions in Section 9.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses, notwithstanding Section 9.3), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to be withheld unreasonably)the fullest extent provided in this Section 9.

Matters Involving Third Parties. i. (1) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under Section 4(m), 4(n), 5(e), 9(n) or this Section 87, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiced. ii. Any (2) The Indemnifying Party will have the right to defend the Indemnified Party against the any Third Party Claim and administer all aspects of such defense with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the such Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the by, such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; and (Eiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (3) So long as the Indemnifying Party is conducting the defense of the any Third Party Claim in accordance with Section 8(i)(ii) above7(d)(2), (A) i), unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not to be withheld unreasonably), ; and (C) iii), unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not to be withheld unreasonably). (4) In the event that any of the conditions in Section 7(d)(2) is or becomes unsatisfied, (i) the Indemnified Party may defend against any Third Party Claim in any manner it reasonably may deem appropriate; provided, however, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement or agreement to settle such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld); (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such Third Party Claim (including reasonable attorneys' fees and expenses); and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences that the Indemnified Party actually suffers resulting from, arising out of, relating to, or caused by, such Third Party Claim to the fullest extent provided in this Section 7. (5) To the extent of any payment by the Indemnifying Party of any amount in accordance with the provisions of this Section 7, the Indemnifying Party shall be subrogated to all rights which the Indemnified Party shall have against third parties for the matter indemnified against, upon the full satisfaction by the Indemnifying Party of its indemnity and payment obligations with respect to such matter. (6) The provision and procedures of this Section 7(d) (other than the notice requirement in Section 7(d)(1)) shall apply to any Third Party Claim existing on the Closing Date and relating to Liabilities for litigation, workers' compensation, or general or automobile liability, and Oxy hereby assumes, effective as of the Closing, all, and shall have sole, responsibility for the payment, administration and defense of, such Third Party Claims.

Matters Involving Third Parties. i. 15.12.1. If any third Person other than a party shall notify any Party (the "Indemnified Party") with respect to any matter this Agreement (a "Third Party ClaimParty") asserts a right or claim which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify each Indemnifying Party thereof in writingthe other parties of the matter; PROVIDED, HOWEVER, provided that no any delay on the part of by the Indemnified Party in notifying any providing notice shall not affect the right of indemnification unless the Indemnifying Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 15.12.2. An Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any Indemnifying Party will have the right to may defend the an Indemnified Party against the any Third Party Claim with counsel giving rising to a right of its choice reasonably satisfactory to the Indemnified Party so long as indemnification under this Article provided (Aa) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice receipt of the Third Party Claim notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused as required by the Third Party Claimthis Article, (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations hereunderobligations, (Cc) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief which might be materially adverse to the Indemnified Party's continuing business, (Dd) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ee) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel for a defense under this Subsection 15.12.2 shall be reasonably satisfactory to the Indemnified Party. iii15.12.3. So long as the At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above15.12.2, (A) the Indemnified Party may retain separate co-co- counsel at its sole cost and own expense and participate in the defense of defense. If both the Third Indemnifying Party Claim, (B) and the Indemnified Party will not are participating in the defense, neither may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the other's prior written consent of the Indemnifying Party (consent, which shall not to be withheld unreasonably). 15.12.4. If, and (C) the however, at any time an Indemnifying Party will is conducting the defense of the Third Party Claim but not in accordance with Section 15.12.2, the Indemnified Party may conduct its own defense and may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in any manner it may reasonably determine with the prior written consent of Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 15.12.4 shall not to be withheld unreasonably)affect its right of indemnification under this Article.

Matters Involving Third Parties. i. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify 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 this (and then solely to the extentb) the Indemnifying Party thereby is prejudiced. ii. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party from all liability thereunder. (d) In the event any of the conditions in Section 9.4(b) above is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not to be withheld unreasonablyconsult with, or obtain any consent from, any Indemnifying Party in connection therewith)., (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising

Matters Involving Third Parties. i. i If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall 37 relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. ii Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice Notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. iii So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii8(j)(i) and (ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent Consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent Consent of the Indemnified Party (not to be withheld unreasonably).

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

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

Matters Involving Third Parties. i. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under ss.6(f) or this Section 8ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii. ) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel legal advisers of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill fulfil its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense defence of the Third Party Claim actively and diligently. (iii. ) So long as the Indemnifying Party is conducting the defense defence of the Third Party Claim in accordance with Section 8(i)(iiss.8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense defence of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).and

Matters Involving Third Parties. i. (i) If any third party Person shall notify any Party the Investor (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party the Company (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 86.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii. Any ) The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, Party and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii. ) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii6.2(b)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6.2(b)(ii) above is or becomes unsatisfied, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to be withheld unreasonably).the fullest extent provided in this Section 6.2. - 19 -

Matters Involving Third Parties. i. If any third party shall notify any Party of the Sellers, on the one hand, or Buyer (or ▇▇▇▇▇▇), on the other hand (the notified party is hereinafter referred to as the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (such other party is hereinafter referred to as the "Indemnifying Party") under this Section 810, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingpromptly (with Buyer assuming responsibility for causing ▇▇▇▇▇▇ to comply with the provisions of this Section 10.4); PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. iidamaged. Any Indemnifying Party will have In the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) event the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim matter that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claimdefense thereof, (Ba) the Indemnifying Party provides will defend the Indemnified Party against the matter with evidence reasonably acceptable to the Indemnified Party that counsel of the Indemnifying Party will have the financial resources Party's choice reasonably satisfactory to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above, (Ab) the Indemnified Party may retain separate co-counsel at its the Indemnified Party's sole cost and expense (except that the Indemnifying Party will be responsible for the reasonable fees and participate in the defense expenses of the Third separate co-counsel to the extent the Indemnified Party Claimconcludes reasonably that the Indemnified Party has a conflict of interest with other parties represented by the counsel selected by the Indemnifying Party, or such counsel otherwise has a conflict in its representation of the Indemnified Party), (Bc) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Cd) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify 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, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate (with the Indemnifying Party bearing responsibility for all Adverse Consequences as set forth herein).

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

Matters Involving Third Parties. i. (a) If any third party shall notify any Party party entitled to indemnification under Section 6 (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party the party from whom indemnification is claimed (the "“Indemnifying Party"”) under this Section 86, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedforfeits rights or defenses by reason of such failure. ii. Any (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim at the Indemnifying Party’s expense, with counsel of its choice reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen twenty (1520) business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Diii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to adversely affect the continuing business interests of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii6.7(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). (d) In the event any of the conditions in Section 6.7(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate but only after the approval of the Indemnifying Party (which approval shall not be unreasonably withheld or delayed), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses incurred by the Indemnified Party), and (iii) subject to the limitations contained in Sections 6.8 and 6.9, as applicable, the Indemnifying Party will remain responsible and promptly pay upon demand any Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 6. The offset rights of a Purchaser Indemnitee under Section 6.4 shall apply to any Losses incurred by a Purchaser Indemnitee under this Section 6.7

Matters Involving Third Parties. i. 14.12.1 If any third Person other than a party shall notify any Party (the "Indemnified Party") with respect to any matter this Agreement (a "Third Party ClaimParty") asserts a right or claim which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify each Indemnifying Party thereof in writingthe other parties of the matter; PROVIDED, HOWEVER, provided that no any delay on the part of by the Indemnified Party in notifying any providing notice shall not affect the right of indemnification unless the Indemnifying Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 14.12.2 An Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. Any Indemnifying Party will have the right to may defend the an Indemnified Party against the any Third Party Claim with counsel giving rising to a right of its choice reasonably satisfactory to the Indemnified Party so long as indemnification under this Article provided (Aa) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice receipt of the Third Party Claim notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused as required by the Third Party Claimthis Article, (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations hereunderobligations, (Cc) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief which might be materially adverse to the Indemnified Party's continuing business, (Dd) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ee) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel for a defense under this Subsection 14.12.2 shall be reasonably satisfactory to the Indemnified Party. iii. So long as the 14.12.3 At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above14.12.2, (A) the Indemnified Party may retain separate co-counsel at its sole cost and own expense and participate in the defense of defense. If both the Third Indemnifying Party Claim, (B) and the Indemnified Party will not are participating in the defense, neither may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the other's prior written consent of the Indemnifying Party (consent, which shall not to be withheld unreasonably). 14.12.4 If, and (C) the however, at any time an Indemnifying Party will is conducting the defense of the Third Party Claim but not in accordance with Section 14.12.2, the Indemnified Party may conduct its own defense and may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in any manner it may reasonably determine with the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 14.12.4 shall not to be withheld unreasonably)affect its right of indemnification under this Article.

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

Matters Involving Third Parties. i. Section 9.4.1 If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third Third-Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8§9.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. ii. Section 9.4.2 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably (reasonably] satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) I 5 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third 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 Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. iii. Section 9.4.3 So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(i)(ii) §9.4.2 above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), ] and (C) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld). Section 9.4.4 In the event any of the conditions in §9.4.2 above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable]attorneys' fees and expenses), and (C) the Indemnifying Parties shall remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article IX.

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

Matters Involving Third Parties. i. (a) If any Selling Shareholder or any Buyer Party seeks indemnification under this Section 6.4, such Person (the “Indemnified Party”) shall give written notice to the other Person (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party shall notify any which, if adversely determined, may entitle the Indemnified Party (the "Indemnified Party") with respect to any matter indemnity pursuant to this Section 6.4 (a "“Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8”), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Losses hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is prejudicedParty’s ability to successfully defend such claim. ii. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) 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 indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii6.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be withheld unreasonably), ) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be withheld unreasonably). (d) In the event that any of the conditions in Section 6.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 6.4.

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

Matters Involving Third Parties. i. (a) If any third party Third Party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 89, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. ii. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) 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 indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii9.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party from all liability thereunder. (d) In the event any of the conditions in Section 9.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses, notwithstanding Section 9.3), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to be withheld unreasonably)the fullest extent provided in this Section 9.

Matters Involving Third Parties. i. (a) If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8Article IX, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVERdescribing the claim, that no delay on the part amount thereof (if known and quantifiable) and the basis of the Indemnified Party in notifying any claim; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party from any obligation of its obligations hereunder unless except to the extent that (and then solely only to the extentextent that) such failure shall have caused the damages for which the Indemnifying Party thereby is prejudicedobligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. ii. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as (Ai) 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 is assuming such defense and that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Diii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii) above9.04(b), (Ai) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment 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 withheld unreasonablyunreasonably withheld), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld), and (D) the Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, shall make its personnel reasonably available, and shall provide such testimony and access to its books and records as is reasonably requested by the Indemnifying Party in connection therewith. (d) In the event any of the conditions in Section 9.04(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Party Claim in any manner he, she or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article IX.

Matters Involving Third Parties. i. (a) If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other the Indemnifying Party (the "Indemnifying Party") under this Section Article 8, then the Indemnified Party shall promptly notify each (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the date a responsive pleading is due) the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced. ii. Any (b) The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) 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 such claim is within the Indemnifying Party will indemnify scope of and subject to the Indemnified Party from and against indemnification provisions of this Article 8 (subject to the entirety limitations of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimSection 8.4), (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, in which case it shall not be liable to the Indemnified Party under this Article 8 for any fees or related expenses of other counsel subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(i)(ii8.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (d) If the Indemnifying Party does not elect to assume the defense of the Third Party Claim in accordance with the provisions of Section 8.4(b), (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (ii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to be withheld unreasonably)the fullest extent provided in this Article 8. (e) If an Indemnifying Party elects to defend or prosecute a Third Party Claim, the Indemnified Party shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to Indemnifying Party, of Records and information reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided thereunder.

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

Matters Involving Third Parties. i. (a) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification and no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. ii. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will assume responsibility for and indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third 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 Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, Party and (E) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. iii. (c) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(i)(ii7.5(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third- Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld). (d) In the event that the Indemnifying Party chooses to not exercise the rights under Section 7.5(b) above or any condition set forth in Section 7.5(b) (A) through (D) above is or becomes unsatisfied, (A) the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate (but the Indemnified Party will need to consult with, and obtain consent from (not to be unreasonably withheld), any Indemnifying Party in connection therewith), (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (C) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Section 7. (e) In the event the Indemnifying Party exercises the rights under Section 7.5(b) but the condition in Section 7.5(b) (E) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses) and (C) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Section 7. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Matters Involving Third Parties. i. (i) If any third party shall notify notifies Buyer or any Party of Buyer Indemnified Persons (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party Seller (the "“Indemnifying Party"”) under this Section 87, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no any delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve may affect the Indemnifying Party’s obligation hereunder but only to the extent the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is actually prejudiced. (ii. ) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (CB) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (DC) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (ED) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iii. ) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(i)(ii7(c)(ii) aboveabove with counsel acceptable to the Indemnified Party, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld). (iv) In the event any of the conditions in Section 7(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Section 7. * Certain confidential information contained in this document, marked with asterisks has been redacted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.

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