Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any matter which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the "Third Party Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this AgreementParagraph 8, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom thereby is prejudiced by such indemnification is sought is prejudiceddelay. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) within fifteen (15) the Indemnifying Party notified the Indemnified Party in writing with 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will will, to the full extent required by this Agreement, indemnify the Indemnified Party from and against all adverse consequences the entirety of any Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damage and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 8(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(bSection8(c)(ii) above is or becomes unsatisfiedis not complied with, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused bysuffer, resulting result from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreementparagraph 8.

Matters Involving Third Parties. (a) If any third party shall notify any party entitled to indemnification under Section 5 (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against the party from whom indemnification is claimed (the “Indemnifying Party”) under this AgreementSection 5, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom forfeits rights or defenses by reason of such indemnification is sought is prejudicedfailure. (b) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim at the Indemnifying Party’s expense, with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party Party, so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences any Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iiiB) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivC) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to materially adversely affect the continuing business interests of the Indemnified Party; , and (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 5.7(b) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld or delayed unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld or delayed unreasonably). (d) If In the event any of the conditions specified in Section 7.4(b5.7(b) above is or becomes unsatisfied, however; , (iA) 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 advisable (and appropriate but only after the Indemnified Party need not consult with, or obtain any consent from, any approval of the Indemnifying Party in connection therewith(which approval shall not be unreasonably withheld or delayed); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' ’ fees and expensesexpenses incurred by the Indemnified Party); , and (iiiC) subject to the limitations contained in this Section 5, the Indemnifying Party shall will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, from arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 5.

Matters Involving Third Parties. 16.12.1 If any Person other than a party to this Agreement (aa "Third Party") If the Practice asserts a right or Business Manager receives notice or acquires knowledge of any matter claim which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: Article (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the a "Third Party Claim") with counsel ), any party having Knowledge of the matter shall promptly notify the other parties of the matter; provided that any delay by the Indemnified Party in providing notice shall not affect the right of indemnification unless the Indemnifying Party's choice reasonably satisfactory to rights and interests under this Article or otherwise have been materially prejudiced by the delay. 16.12.2 An Indemnifying Party may defend an Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the against any Third Party Claim giving rising to the Indemnifying Party, a right of indemnification under this Article provided (a) the Indemnifying Party notifies the Indemnified Party in writing within fifteen days after receipt of the notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused byas required by this Article, resulting from, arising out of or relating to such Third Party Claim; (iib) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations; , (iiic) the Third Party Claim seeks involves only money damages; damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (ivd) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (ve) 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. (c) 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 7.4(b): (i) 16.12.2, 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; (ii) and the Indemnified Party shall 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 consent written consent, which shall not be withheld unreasonably. 16.12.4 If, however, at any time an Indemnifying Party is conducting the defense of the Indemnifying Party; Third Party Claim but not in accordance with Section 16.12.2, the Indemnified Party may conduct its own defense and (iii) the Indemnifying Party shall not may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and reasonably determine with the Indemnified Party need consent of the Indemnifying Party, which shall not consult withbe unreasonably withheld, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim its defense (including reasonable attorneys' and accountants' fees and expensesfees); and (iii) the Indemnifying Party . An Indemnified Party's action under this Section 16.12.4 shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out not affect its right of or relating to such Third Party Claim to the fullest extent provided in indemnification under this AgreementArticle.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against the other Party (the "Indemnifying Party") under this AgreementSection 6, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (iiA) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiB) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivC) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; Party and (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party and (iiiC) the Indemnifying Party shall will not consent to 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. (div) If In the event any of the conditions specified in Section 7.4(b6(d)(ii) above is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, 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 advisable (and provided that the Indemnified Party need not consult with, or obtain any consults with and obtains the consent from, any the Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); ) and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, relating to, in the nature of or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 6.

Matters Involving Third Parties. (ai) If any third party notifies any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Agreement§8, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's his, her, or its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): §8(d)(ii) above, (iA) 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; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party; Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party shall 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 PartyParty (not to be unreasonably withheld). (div) If In the event any of the conditions specified in Section 7.4(b§8(d)(ii) above is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may reasonably deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim to the fullest extent provided in this Agreement§8.

Matters Involving Third Parties. 5.4.1 If any third party shall notify any Person that is entitled to seek indemnification pursuant to Sections 5.2 or 5.3 hereof (athe "INDEMNIFIED PARTY") If the Practice or Business Manager receives notice or acquires knowledge of with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Person (the "INDEMNIFYING PARTY") under this AgreementArticle 5, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any 5.4.2 The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of, relating to, in the nature of or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) 5.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 5.4.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iii) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If 5.4.4 In the event any of the conditions specified in Section 7.4(b) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall will remain responsible for any adverse consequences and all Losses the Indemnified Party may suffer caused by, resulting from, arising out of, relating to, in the nature of or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementArticle 5.

Matters Involving Third Parties. Section 9.4.1 If any third party notifies any Party (athe ‘‘Indemnified Party’’) If the Practice or Business Manager receives notice or acquires knowledge of with respect to any matter which (a ‘‘Third-Party Claim’’) that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the ‘‘Indemnifying Party’’) under this AgreementSection 9.4, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (b) Section 9.4.2 Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's choice its choice, reasonably satisfactory to the Indemnified Party Party, so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will shall indemnify the Indemnified Party from and against all the entirety of any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (c) Section 9.4.3 So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): 9.4.2 above, (iA) 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; , (iiB) the Indemnified Party 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; Party (not to be unreasonably withheld) and (iiiC) the Indemnifying Party 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 PartyParty (not to be unreasonably withheld). (d) If Section 9.4.4 In the event any of the conditions specified in Section 7.4(b) 9.4.2 above is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iiiC) the Indemnifying Party Parties shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim to the fullest extent provided in this AgreementArticle IX.

Matters Involving Third Parties. i. If any third party shall notify any Party (athe "INDEMNIFIED PARTY") If the Practice or Business Manager receives notice or acquires knowledge of with respect to any matter which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Agreementss. 8 (a "THIRD PARTY CLAIM"), then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business ManagerPROVIDED, the Business Manager shall promptly notify the Practice; except HOWEVER, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) ii. Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the EXHIBIT 10.49 Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) iii. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): ss. 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (iiClaim,(B) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If iv. In the event any of the conditions specified in Section 7.4(bss. 8(d)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreementss. 8.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against the other Party (the "INDEMNIFYING PARTY") under this AgreementSection 9, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 9(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(b9(d)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreement.Section 9. (e)

Matters Involving Third Parties. (ai) If any third party notifies any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 8, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's his, her, or its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Third-Party Claim involves only money damages and fulfill its indemnification obligations; does not seek an injunction or other equitable relief, (iii) the Third Party Claim seeks money damages; (ivD) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): (i8(c)(ii) above, 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; (ii) . In any event, the Indemnified Party shall will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party; Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party shall 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 PartyParty (not to be unreasonably withheld). (div) If In the event any of the conditions specified in Section 7.4(b8(c)(ii) above is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may reasonably deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim Claim, subject to the fullest extent provided limitations set forth in this AgreementSection 8(b).

Matters Involving Third Parties. (a) If any third party notifies a party entitled to indemnification under this Article XI (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which may give rise to a claim by another person and which may then result in (other than a claim Tax Claim) for indemnification against another party to this Agreement under this AgreementArticle XI (the “Indemnifying Party”), then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly use reasonable efforts to notify the PracticeIndemnifying Party thereof promptly and in any event within ten (10) calendar days after receiving any written notice from a third party; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification unless (hereunder unless, and then solely to the extent) extent that, the Indemnifying Party from whom such indemnification is sought is prejudicedactually prejudiced thereby. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the "Third Party Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen (15) days after Once the Indemnified Party has given notice of the Third Party Claim matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems reasonably appropriate. (c) The Indemnifying Party notifies may at any point in time choose to assume the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against defense of all adverse consequences the Indemnified Party may suffer caused byof such matter, resulting from, arising out of or relating to such Third Party Claim; in which event: (iii) the Indemnifying Party provides shall defend the Indemnified Party against the matter with evidence counsel of its choice reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.; (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the reasonable fees and participate expenses of one separate co-counsel for all Indemnified Parties to the extent the Indemnified Party is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party); and (iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Third Indemnifying Party Claim; shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article XI. (iie) the The Indemnified Party shall not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party; and , which consent may not be unreasonably withheld or delayed. (iiif) the The Indemnifying Party shall not consent to the entry of a judgment with respect to any judgment matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld or delayed). (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING Party") under this AgreementSECTION 7, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business ManagerPROVIDED, the Business Manager shall promptly notify the Practice; except HOWEVER, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section SECTION 7.4(b): ), (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If In the event any of the conditions specified in Section SECTION 7.4(b) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 7.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this Agreement(S)8, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing describing the Third Party Claim in reasonable detail; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom thereby is prejudiced (except the Indemnifying Party shall not be liable for any expenses incurred by the Indemnified Party in investigating or defending the Third Party Claim during the period in which the Indemnified Party has not given notice of such indemnification is sought is prejudicedThird Party Claim to the Indemnifying Party). (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify assume the defense of the Indemnified Party from and against all adverse consequences any Adverse Consequences of the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iiiB) the Third Party Claim seeks involves only money damages; damages that would not have a material adverse effect on the business, financial condition or operations of Buyer and its Subsidiaries (ivincluding the Company and its Subsidiaries) settlement oftaken as a whole and does not seek an injunction or other equitable relief, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (vC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (iS)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; , (iiB) the Indemnified Party shall will not consent to 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; , and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and contains a full and complete release in favor of all Indemnified Parties. (div) If In the event any of the conditions specified in Section 7.4(b(S)8(d)(ii) above is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, the Third Party Claim in any manner it reasonably may deem appropriate; provided that the Indemnified Party's counsel is reasonably acceptable to the Indemnifying Party and that the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to, without the Third Party Claim in any manner it may deem advisable (and prior written consent of the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (iinot to be unreasonably withheld) and (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' and accountants' fees and expenses); and (iii) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreement(S)8.

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any third party shall notify an Indemnified Party with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against the Indemnifying Parties under this AgreementArticle 7, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Parties thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Parties shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is prejudicedprejudiced thereby. (b) Any Party from whom such indemnification (the "The Indemnifying Party") is sought shall Parties will have the right right, at their sole cost and expense, to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's choice Parties’ choice, reasonably satisfactory to the Indemnified Party Party, so long as: as (i) the Indemnifying Parties notify the Indemnified Party, within fifteen ten (1510) calendar days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying PartyParties, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Parties are assuming the defense of such Third Party Claim and will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; Claim in accordance with the terms and limitations of this Article 7 and (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts Parties conduct the defense of the Third Party Claim actively in an active and diligentlydiligent manner. In the event that the Indemnifying Parties fail to assume the defense or settlement of any Third Party Claim within ten (10) calendar days after notice thereof is given by the Indemnified Party, or fail to conduct the defense in an active and diligent manner, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Third Party Claim at the expense and for the account of the Indemnifying Party. (c) So long as the conditions set forth in Section 7.5(b) are and remain satisfied, then (i) the Indemnifying Party is conducting Parties may conduct the defense of the Third Third-Party Claim in accordance with Section 7.4(b): 7.5(b), (iii) the Indemnified Party Parties may retain separate co-counsel at its their sole cost and expense and participate in the defense of the Third Party Claim; (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party; and (iii) the Indemnifying Party Parties will not, without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld or delayed), consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement which (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to thereto or (C) in the Third Party Claim without the prior consent reasonable opinion of the Indemnified Party, could have a material adverse effect on its reputation, business, operations, assets, or financial condition. (d) If any of Notwithstanding the conditions specified in Section 7.4(b) is or becomes unsatisfiedforegoing, however; if (i) the an Indemnified Party determines in good faith that there is a reasonable probability that an action may defend againstmaterially and adversely affect it or its Affiliates other than as a result of monetary damages, 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse not have (A) assumed the defense of the Third-Party Claim, (B) conducted the defense in an active and diligent manner or (C) employed counsel reasonably satisfactory to the Indemnified Party promptly and periodically for the costs to have charge of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and such third-party action, (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel, then, in each case, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of have no liability with respect to a compromise or relating settlement with respect to such Third Third-Party Claim to the fullest extent provided in this Agreemententered into without its consent (which shall not be unreasonably withheld, conditioned or delayed).

Matters Involving Third Parties. (a) If any Third Party will notify any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which (a “Third Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification indemnity against the other Party (the “Indemnifying Party”) under this AgreementArticle 6 (the Sellers, then: on the one hand, and Buyer, on the other hand, each being considered one Party for purposes of this Section 6.4), then the Indemnified Party will promptly notify (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) if such fifteen (15) Business Days after receipt of notice by it or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) five (5) Business Days before the date a responsive pleading is due) the Indemnifying Party (or, if such notice or knowledge is received or acquired by Business Managerapplicable, the Business Manager shall promptly notify the Practiceappropriate tail Carrier) thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice shall diminish notifying the Indemnifying Party (or, if applicable, the Indemnifying Party’s appropriate tail Carrier) will relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) that the Indemnifying Party from whom thereby is prejudiced by such indemnification is sought is prejudiced. delay. (b) Any b)The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from involves only money damages and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out does not seek by way of a motion an injunction or relating to such Third Party Claimother equitable relief; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (viii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as ; provided, however, such assumption of the defense will not constitute a waiver of any argument relating to the obligation of the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (i) to indemnify the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (ii) the Indemnified Party shall not consent to the entry pursuant to, or of any judgment applicable condition or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating limitation applicable to such Third Party Claim to the fullest extent provided in indemnification under, this AgreementArticle 6.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this Agreement(S) 9, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will will, subject to (S) 9.3 above, indemnify the Indemnified Party from and against all adverse consequences the entirety of any Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iviii) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (S) 9.6(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (which consent shall not unreasonably be withheld), and (iii) the Indemnifying Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of unless written agreement is obtained releasing the Indemnified PartyParty from all liability thereunder. (d) If In the event any of the conditions specified in Section 7.4(b(S) 9.6(b) above is or becomes unsatisfiedunsatisfied in any material respect, 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall Parties will, subject to (S) 9.3 above, remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreement(S) 9.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish against any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the other Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought under this Section 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Section 8, except to the extent such delay actually and materially prejudices the Indemnifying Party. (ii) Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Party seeking such indemnification (defense of the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's his, her or its choice reasonably satisfactory to the Indemnified Party so long as: as (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii1) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has the will have adequate financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii2) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (3) the Third Party Claim seeks money damages; involves only civil claims and does not seek an injunction against or other specific equitable remedy involving the Indemnified Party, (iv4) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (5) settlement of, or of an adverse judgment with respect to, or the Indemnifying Party's conduct of the defense of, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice be adverse to the Indemnified Party's reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of the Indemnified Party; its business) and (v6) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as . Notwithstanding anything to the foregoing, the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (ii) the Indemnified Party shall will not consent to 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 Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement (A) involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party; (B) results in the full and general release of the Indemnified Party from all liabilities arising or relating to, or in connection with, the Third Party Claim and (C) involves no finding or admission of any violation of legal requirements or the rights of any Person and no effect on any other claims that may be made by the Indemnified Party. (iii) the Unless and until an Indemnifying Party shall not assumes the defense of the Third Party Claim as provided in Section 8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he, she, or it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of each of the Indemnified PartyIndemnifying Parties (not to be withheld unreasonably). (dv) If any of the conditions specified in Section 7.4(b) is or becomes unsatisfied, however; (i) the Indemnified Party may defend against, and consent Notwithstanding anything to the entry of any judgment or enter into any settlement with respect tocontrary herein, the if a Third Party Claim in any manner it may deem advisable (and the Indemnified Party need not consult withis subject to indemnification by all Sellers, or obtain any consent from, any Indemnifying Party in connection therewith); for purposes of subsections (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and , (iii) and (iv) of this Section 8(d), all actions and determination to be made by the "Indemnifying Party Parties" shall remain responsible for any adverse consequences be made by the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this AgreementRequisite Sellers.

Matters Involving Third Parties. 5.3.1 If any third party shall notify any party (athe "Indemnified Party") If the Practice or Business Manager receives notice or acquires knowledge of with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other party to this Agreement (the "Indemnifying Party") under this AgreementSection 5, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party from whom is prejudiced by such indemnification is sought is prejudicedfailure. (b) 5.3.2 Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 calendar days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Loss the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) 5.3.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 5.3.2 above: (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iii) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If 5.3.4 In the event any of the conditions specified in Section 7.4(b) 5.3.2 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Loss the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 5.3.

Matters Involving Third Parties. (a) If the Practice any Equityholder or Business Manager receives notice or acquires knowledge of any matter which may give rise to a claim by another person and which may then result in a claim for Buyer Party seeks indemnification under this AgreementSection 7.2 or Section 7.3, then: as applicable, such Person (ithe "Indemnified Party") if such will give written notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification other Person (the "Indemnifying Party") is sought specifying in reasonable detail the basis for the claim. In that regard, if any Liability brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to Section 7.2 or Section 7.3, as applicable (a "Third Party Claim"), the Indemnified Party will promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any Liability or Adverse Consequences hereunder unless, and only to the extent, the delay in notice materially prejudices the Indemnifying Party's ability to defend such claim; provided further that in the event of a conflict between this Section 7.4 and Section 6.6(h), the provisions of Section 6.6(h) shall control. (b) Any Indemnifying Party will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, criminal or quasi criminal proceeding, action, indictment, allegation or investigation, (iviii) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 , (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently and (v) in the case of a claim by a Buyer Party, Buyer would not be liable hereunder for more than 50% of the expected amount of the Adverse Consequences assuming the alleged facts in the Third Party Claim were true. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): ), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate to the extent permitted by law or court rules in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (which consent will not be withheld unreasonably) and (iii) the Indemnifying Party shall 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 PartyParty (which consent will not be withheld unreasonably). (d) If In the event that any of the conditions specified in Section 7.4(b) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); ) and (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 7.4.

Matters Involving Third Parties. (a) If any third party shall notify either Purchaser, Seller and/or Shareholders (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim by another person and which may then result in a claim for indemnification against the other (the "Indemnifying Party") under this AgreementArticle XI, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligationsobligations hereunder; (iiiii) the Third Party Claim seeks involves only money damagesdamages and does not seek an injunction or other equitable relief; (iviii) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 11.4(b) above: (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably); and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (d) If any of the conditions specified in Section 7.4(b11.4(b) above is not or becomes unsatisfiedno longer satisfied, 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, relating to, in the nature of or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementArticle XI.

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any matter which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the "Third Party Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement -47- 48 of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (a) If any third party notifies any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 7, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay in giving such notice shall diminish 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 under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby materially prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will assume responsibility for and indemnify the Indemnified Party from and against all adverse consequences the entirety of any Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): 7.5(b) above, (iA) 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; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party; Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party shall 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 PartyParty (not to be unreasonably withheld). (d) If 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 conditions specified 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 7.4(b7.5(b) (E) above is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); ) and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim to the fullest extent provided in this AgreementSection 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. (ai) If any third party shall notify any party entitled to indemnification hereunder (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this Agreement, then: (i) if such notice or knowledge is received or acquired by Section 10 then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification thereby is sought is materially prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iiiB) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivC) settlement of, or an adverse judgment with respect to, the named parties to the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of do not include both the Indemnified Party and the Indemnifying Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 10(d)(ii) above, (iA) 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; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(b10(d)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 10.

Matters Involving Third Parties. (a) If any third party notifies any party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim by another person and which may then result in a claim for indemnification against any other party hereto (the "Indemnifying Party") under this AgreementSection 12, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will shall indemnify the Indemnified Party from and against all adverse consequences the entirety of any Loss the Indemnified Party may suffer resulting from or caused by, resulting from, arising out of or relating to such by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iviii) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently (following notice from the Indemnified Party and reasonable opportunity to cure). (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 12.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party 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 Indemnifying Party; Party (not to be unreasonably withheld), and (iii) the Indemnifying Party 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 PartyParty (not to be unreasonably withheld or delayed). (d) If In the event any of the conditions specified in Section 7.4(b12.4(b) above is or becomes unsatisfied, however; , (i) the Indemnified Party may defend against, and consent to the entry of any judgment Judgment on or enter into any settlement with respect to, the Third Party Claim in any manner it may reasonably deem advisable (and appropriate with the Indemnified Party need prior written consent of the Indemnifying Party, which consent shall not consult withbe unreasonably withheld, conditioned or obtain any consent fromdelayed, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall have the right to participate in the defense of such Third Party Claim at its own expense; (iii) the Indemnifying Parties shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiiv) the Indemnifying Party Parties shall remain responsible for any adverse consequences Loss the Indemnified Party may suffer resulting from or caused by, resulting from, arising out of or relating to such by the Third Party Claim to the fullest extent provided in this AgreementSection 12.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Agreement§ 9(e), then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is prejudicedmaterially prejudiced thereby. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: : (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, relating to, in the nature of, or caused by all elements of all or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against portion of the Third Party Claim and fulfill for which it is asserting its indemnification obligations; right to control such defense; (iiiB) if Parent or its Subsidiary is the Indemnified Party, the portions of the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, to which the Third Indemnifying Party Claim is asserting its right to defend does not seek injunctive or other equitable relief that could affect an existing product or product development of Parent or any of its Subsidiaries (other than a medical malpractice claim) is not, in including the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and Surviving Corporation); (vC) the Indemnifying Party conducts the defense of the Third Party Claim actively in a reasonably active and diligentlydiligent manner; and (D) the Indemnifying Party complies with its obligations set forth in § 9(f). (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): § 9(e)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) if the judgment or settlement would impose any material restriction upon the Indemnified Party or the operation of the business of the Indemnified Party, the Indemnifying Party shall will not consent to 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. (div) If In the event any of the conditions specified in Section 7.4(b§ 9(e)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any upon consent from, from any Indemnifying Party in connection therewith, not to be unreasonably withheld); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreement§ 9. (v) Each Party acknowledges and agrees that it shall not be entitled to seek indemnification from any other Party for any Third Party Claim without: (A) for any nonlitigation matter, giving notice of such Third Party Claim to such other Party in accordance with § 9(e)(ii)(A) above (including the proviso contained therein); or (B) for a litigation matter, (x) giving notice of such Third Party Claim to such other Party in accordance with § 9(e)(ii)(A) above (including the proviso contained therein) and (y) giving such other Party the opportunity to defend against such Third Party Claim in accordance with § 9(e)(ii) above. Parent may, in its sole discretion and without providing any notice, defend, handle and dispose of as it sees fit any Third Party Claim so long as it does not seek indemnification with respect to such Third Party Claim and such Third Party Claim does not include injunctive or equitable relief against the Target Stockholders. In addition, Parent may, in its sole discretion, assume the defense of, and handle and dispose of as it sees fit any Third Party Claim for which it has previously sought indemnification by providing notice of its intention to so defend, handle and dispose of such Third Party Claim and that it no longer shall seek indemnity with respect to such Third Party Claim (except for any amounts accrued and unpaid by the Target Stockholders prior to the date of such notice from Parent and such Third Party Claim does not include injunctive or equitable relief against the Target Stockholders). In the event that Parent provides such notice, the Target Stockholders shall promptly and reasonably cooperate with Parent in transferring the defense of such Third Party Claim.

Matters Involving Third Parties. (a) If any third party shall notify either a Vianet Indemnified Person or the Practice or Business Manager receives notice or acquires knowledge of CSC Stockholders, as the case may be (in either case an "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other party (the "Indemnifying Party") under this AgreementSection 9, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party Thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: ( i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks involves only money damages; (ivdamages and does not seek an injunction or other equitable relief, ii) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (v, and iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): VIII (4): i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (; ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably); and (and iii) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If In the event any of the conditions specified in Section 7.4(bVII (4) (b) above is or becomes unsatisfied, however; (, i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (; ii) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (, and iii) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection VIII.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give ----- ----------------- rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this AgreementSection 6, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party ------------------ shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except --------- however, that no delay on the part of the Indemnified Party in giving such notice notifying ------- any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 6(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(b6(c)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 6.

Matters Involving Third Parties. (a) If the Practice any third party notifies any Buyer Indemnitee or Business Manager receives notice or acquires knowledge of Seller Indemnitee (each an “Indemnified Party”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification against either of Seller or Buyer (the “Indemnifying Party”) under this AgreementSection 6, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (b) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party (and its insurer, if applicable) so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party; , and (v) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): 6.5(b) above, (i) 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; , (ii) the Indemnified Party shall will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party; Party (not to be unreasonably withheld), and (iiiii) the Indemnifying Party shall 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 PartyParty (not to be unreasonably withheld). (d) If In the event any of the conditions specified in Section 7.4(b6.5(b) above is or becomes unsatisfied, however; , (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iii) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim to the fullest extent provided in this AgreementSection 6.

Matters Involving Third Parties. (a) If any third party shall notify any party entitled to indemnification under Section 6 (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against the party from whom indemnification is claimed (the “Indemnifying Party”) under this AgreementSection 6, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom forfeits rights or defenses by reason of such indemnification is sought is prejudicedfailure. (b) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim at the Indemnifying Party’s expense, with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party Party, so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences any Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iviii) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to materially adversely affect the continuing business interests of the Indemnified Party; , and (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 6.7(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld or delayed unreasonably), and (iii) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld or delayed unreasonably). (d) If In the event any of the conditions specified in Section 7.4(b6.7(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 advisable (and appropriate but only after the Indemnified Party need not consult with, or obtain any consent from, any approval of the Indemnifying Party in connection therewith(which approval shall not be unreasonably withheld or delayed); , (ii) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' ’ fees and expensesexpenses incurred by the Indemnified Party); , and (iii) subject to the limitations contained in Sections 6.8 and 6.9, as applicable, the Indemnifying Party shall will remain responsible for and promptly pay upon demand any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, from arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreement.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. (a1) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this AgreementSection 9, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is prejudicedforfeits any substantial rights or defenses. (b2) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Losses the Indemnified Party may suffer caused bycovered by Sections 9.2, resulting from9.3 or 9.4, arising out of or relating to such Third Party Claim; as the case may be, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 9.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (which consent shall not unreasonably be withheld), and (iii) the Indemnifying Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of unless written agreement is obtained releasing the Indemnified PartyParty from all liability thereunder. (d4) If In the event any of the conditions specified in Section 7.4(b9.5(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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this AgreementSection 9.

Matters Involving Third Parties. 14.12.1. If any Person other than a party to this Agreement (aa "Third Party") If the Practice asserts a right or Business Manager receives notice or acquires knowledge of any matter claim which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: Article (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the a "Third Party Claim") with counsel ), any party having Knowledge of the matter shall promptly notify the other parties of the matter; provided that any delay by the Indemnified Party in providing notice shall not affect the right of indemnification unless the Indemnifying Party's choice reasonably satisfactory to rights and interests under this Article or otherwise have been materially prejudiced by the delay. 14.12.2. An Indemnifying Party may defend an Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the against any Third Party Claim giving rising to the Indemnifying Party, a right of indemnification under this Article provided (a) the Indemnifying Party notifies the Indemnified Party in writing within fifteen days after receipt of the notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused byas required by this Article, resulting from, arising out of or relating to such Third Party Claim; (iib) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations; , (iiic) the Third Party Claim seeks involves only money damages; damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (ivd) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (ve) 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. (c) 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 7.4(b): (i) 14.12.2, 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; (ii) and the Indemnified Party shall 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 consent written consent, which shall not be withheld unreasonably. 14.12.4. If, however, at any time an Indemnifying Party is conducting the defense of the Indemnifying Party; Third Party Claim but not in accordance with Section 14.12.2, the Indemnified Party may conduct its own defense and (iii) the Indemnifying Party shall not may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and reasonably determine with the Indemnified Party need consent of the Indemnifying Party, which shall not consult withbe unreasonably withheld, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim its defense (including reasonable attorneys' and accountants' fees and expensesfees); and (iii) the Indemnifying Party . An Indemnified Party's action under this Section 14.12.4 shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out not affect its right of or relating to such Third Party Claim to the fullest extent provided in indemnification under this AgreementArticle.

Matters Involving Third Parties. (a) If any Person not a party to this Agreement (including, without limitation, any Governmental Authority) notifies any party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: against any other party (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced."Indemnifying (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right right, at its sole cost and expense, to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of or of, relating to such or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 7.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iii) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If In the event any of the conditions specified in Section 7.4(b7.3(b) above is or becomes unsatisfied, however; , (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of or of, relating to such or caused by the Third Party Claim to the fullest extent provided in this AgreementSection 7.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this AgreementArticle 10, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom thereby is materially prejudiced by such indemnification is sought is prejudiceddelay. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend assume and control (at its sole cost and expense) the Party seeking such indemnification (defense of the "Indemnified Party") against such claim by another person (the "Third Party Claim"Claim (unless the Third Party Claim involves Taxes) with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party Party, so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused byelects to assume such defense, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, and (iviii) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedental custom or practice materially adverse to the continuing business interests of the Indemnified Party; and (v) provided, however, that the Indemnifying Party conducts must conduct the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim diligently thereafter in accordance with Section 7.4(b): (i) order to preserve its rights in this regard; and provided further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; . (iic) the The Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably); provided however, that if the Indemnified Party notifies the Indemnifying Party in writing of the material terms of, and requesting the Indemnifying Party to consent to, such judgment or settlement and the Indemnifying Party does not respond in writing thereto within fifteen (iii15) days after receipt of such notice and request, the Indemnifying Party shall be deemed to have consented to the entry of such judgment or settlement. 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 PartyParty (not to be unreasonably withheld); provided however, that if the Indemnified Party notifies the Indemnifying Party in writing of the material terms of, and requesting the Indemnifying Party to consent to, such judgment or settlement and the Indemnifying Party does not respond in writing thereto within fifteen (15) days after receipt of such notice and request, the Indemnifying Party shall be deemed to have consented to the entry of such judgment or settlement. (d) If any In the event none of the conditions specified Indemnifying Parties assumes and conducts the defense of a Third Party Claim not involving Taxes in Section 7.4(baccordance with subsection (b) is above, or becomes unsatisfiedin the event of a Third Party Claim involving Taxes, 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 and in good faith may deem advisable (and the Indemnified Party need not consult appropriate after consultation with, or obtain any and (subject to the provisos contained in Section 10.4(c) above) with the consent fromof, any the Indemnifying Party in connection therewiththerewith (which consent shall not be unreasonably withheld); , (ii) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); and , (iii) the Indemnifying Party shall may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim, and (iv) the Indemnifying Party will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, or otherwise relating to such the Third Party Claim to the fullest extent provided in this Agreement.Article 10

Matters Involving Third Parties. (a) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this AgreementSECTION 7, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business ManagerPROVIDED, the Business Manager shall promptly notify the Practice; except HOWEVER, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section SECTION 7.4(b): ), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iii) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If In the event any of the conditions specified in Section SECTION 7.4(b) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSECTION 7. (e) The foregoing provisions of SECTIONS 7.4(a)-(d) notwithstanding, it is the intention of the Parties to cooperate fully with each other in the event of a Third Party Claim. To that end, if the event of a Third Party Claim resulting in MxXxxxxxx, Yxxx or the Sellers being an Indemnifying Party, the Buyer will consult with MxXxxxxxx and Yxxx prior to taking any action in defense of such Third Party Claim, especially if the Third Party Claim involves matters concerning the FCC or the Internal Revenue Service.

Matters Involving Third Parties. (a) If any Third Party will notify any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which (a “Third Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification indemnity against the other Party (the “Indemnifying Party”) under this AgreementArticle 6 (the Sellers, then: on the one hand, and Buyer, on the other hand, each being considered one Party for purposes of this Section 6.4), then the Indemnified Party will promptly notify (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) if such fifteen (15) Business Days after receipt of notice by it or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) five (5) Business Days before the date a responsive pleading is due) the Indemnifying Party (or, if such notice or knowledge is received or acquired by Business Managerapplicable, the Business Manager shall promptly notify the Practiceappropriate tail Carrier) thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice shall diminish notifying the Indemnifying Party (or, if applicable, the Indemnifying Party’s appropriate tail Carrier) will relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) that the Indemnifying Party from whom thereby is prejudiced by such indemnification is sought is prejudiceddelay. (b) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from involves only money damages and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out does not seek by way of a motion an injunction or relating to such Third Party Claimother equitable relief; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (viii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided, however, such assumption of the defense will not constitute a waiver of any argument relating to the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to, or of any applicable condition or limitation applicable to such indemnification under, this Article 6. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 6.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to 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; , and (iii) the Indemnifying Party shall will not consent to 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 specified in Section 7.4(b) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any third party shall notify any Indemnified Party with respect to any matter which (a “Third Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification against the Indemnifying Party under this AgreementArticle 8, then: then the Indemnified Party shall promptly notify (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) if such fifteen (15) business days after receipt of notice by it or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge five (5) days prior to the date a responsive pleading is received or acquired by Business Managerdue) the Indemnifying Party thereof in writing; provided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) that the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 scope of and subject to the Indemnifying Partyindemnification provisions of this Article 8 (subject to the limitations of Section 8.4), the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has shall have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Party Claim seeks involves only money damages; damages and does not seek by way of a motion an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (v) 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. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; , and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (d) If any the Indemnifying Party does not elect to assume the defense of the conditions specified Third Party Claim in accordance with the provisions of Section 7.4(b) is or becomes unsatisfied8.4(b), 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith); , and (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementArticle 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. 11.4.1 If any third party shall notify any party (athe “Indemnified Party”) If the Practice or Business Manager receives notice or acquires knowledge of with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any other party (the “Indemnifying Party”) under this AgreementArticle 11, then: then the Indemnified Party shall notify each Indemnifying Party thereof in writing within ten (i10) if such notice or knowledge is received or acquired by the Practicedays; provided, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Managerhowever, the Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve that Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) 11.4.2 Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (ia) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify elects to assume the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused bydefense thereof, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iiib) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivc) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vd) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) 11.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 11.4.2: (ia) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iib) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiic) the Indemnifying Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless such settlement (i) is only for money damages, and (ii) does not admit fault on the party of the Indemnified Party. (d) If 11.4.4 In the event any of the conditions specified in Section 7.4(b) 11.4.2 is or becomes unsatisfied, however; (ia) the Indemnified Party may defend against, and and, with the prior written consent of the Indemnifying Party (such consent, not to be unreasonably withheld, conditioned or delayed), 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 advisable Claim, and (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (iib) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementArticle 11. 11.4.5 The Indemnified Party and the Indemnifying Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing to the defending party such management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. 11.4.6 No Indemnifying Party shall admit or permit to be admitted any fault, responsibility or liability on behalf of an Indemnified Party without such Indemnified Party’s consent, which consent may be granted or withheld at Indemnified Party’s sole discretion.

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any matter which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by If any third party notifies an Indemnified Party with respect to a Third-Party Claim, then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party (or sooner if such claim so requires) that the Indemnifying Party will indemnify the Indemnified Party from and against any and all adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party; , and (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. This provision shall not apply to the extent that the Transaction Insurance Company or the Environmental Insurance Company elects to defend the Third Party Claim. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): 8(f)(ii), (iA) 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; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party; Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party shall 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 PartyParty (not to be unreasonably withheld). (div) If In the event any of the conditions specified in Section 7.4(b8(f)(ii) is or becomes unsatisfiedunsatisfied (after notice to the Indemnifying Party and after the Indemnifying Party’s failure to cure such conditions), however; (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third the Third-Party Claim to the fullest extent provided in this AgreementSection 8.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this AgreementSECTION 7, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business ManagerPROVIDED, the Business Manager shall promptly notify the Practice; except HOWEVER, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section SECTION 7.4(b): ), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iii) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (d) If In the event any of the conditions specified in Section SECTION 7.4(b) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSECTION 7. (e) The foregoing provisions of SECTIONS 7.4(a)-(d) notwithstanding, it is the intention of the Parties to cooperate fully with each other in the event of a Third Party Claim. To that end, if the event of a Third Party Claim resulting in XxXxxxxxx, Xxxx or the Sellers being an Indemnifying Party, the Buyer will consult with XxXxxxxxx and Xxxx prior to taking any action in defense of such Third Party Claim, especially if the Third Party Claim involves matters concerning the FCC or the Internal Revenue Service.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against the other Party (the "INDEMNIFYING PARTY") under this AgreementSection 8, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification thereby is sought is prejudicedmaterially prejudiced thereby. (bii) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith reasonable judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(b8(d)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 8.

Matters Involving Third Parties. 15.12.1. If any Person other than a party to this Agreement (aa "Third Party") If the Practice asserts a right or Business Manager receives notice or acquires knowledge of any matter claim which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: Article (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the a "Third Party Claim") with counsel ), any party having Knowledge of the matter shall promptly notify the other parties of the matter; provided that any delay by the Indemnified Party in providing notice shall not affect the right of indemnification unless the Indemnifying Party's choice reasonably satisfactory to rights and interests under this Article or otherwise have been materially prejudiced by the delay. 15.12.2. An Indemnifying Party may defend an Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the against any Third Party Claim giving rising to the Indemnifying Party, a right of indemnification under this Article provided (a) the Indemnifying Party notifies the Indemnified Party in writing within fifteen days after receipt of the notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused byas required by this Article, resulting from, arising out of or relating to such Third Party Claim; (iib) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations; , (iiic) the Third Party Claim seeks involves only money damages; damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (ivd) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (ve) 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. (c) 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 7.4(b): (i) 15.12.2, 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; (ii) and the Indemnified Party shall 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 consent written consent, which shall not be withheld unreasonably. 15.12.4. If, however, at any time an Indemnifying Party is conducting the defense of the Indemnifying Party; Third Party Claim but not in accordance with Section 15.12.2, the Indemnified Party may conduct its own defense and (iii) the Indemnifying Party shall not may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and reasonably determine with the Indemnified Party need consent of Indemnifying Party, which shall not consult withbe unreasonably withheld, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim its defense (including reasonable attorneys' and accountants' fees and expensesfees); and (iii) the Indemnifying Party . An Indemnified Party's action under this Section 15.12.4 shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out not affect its right of or relating to such Third Party Claim to the fullest extent provided in indemnification under this AgreementArticle.

Matters Involving Third Parties. (ai) If any third party notifies any Party entitled to indemnification hereunder (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Agreement§6, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will shall indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): §6(d)(ii), (iA) 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; , (iiB) the Indemnified Party 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; Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party 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 PartyParty (not to be unreasonably withheld). (div) If In the event any of the conditions specified in Section 7.4(b§6(d)(ii) is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party Parties shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expensesexpenses incurred after such condition or conditions become unsatisfied); , and (iiiC) the Indemnifying Party Parties shall remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim to the fullest extent provided in this Agreement§6.

Matters Involving Third Parties. (ai) If any third party notifies any Party entitled to indemnification hereunder (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Agreement§6, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will shall indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): §6(d)(ii), (iA) 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; , (iiB) the Indemnified Party 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; Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party 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 PartyParty (not to be unreasonably withheld). (div) If In the event any of the conditions specified in Section 7.4(b§6(d)(ii) is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party Parties shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iiiC) the Indemnifying Party Parties shall remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim to the fullest extent provided in this Agreement§6.

Matters Involving Third Parties. (a) If any third party notifies any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter which (a "Third-Party Claim") that may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this AgreementArticle VIII, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is thereby prejudiced. (b) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Third-Party Claim") Claim with counsel of the Indemnifying Party's his, her, or its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Third-Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Third-Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.4(b): 8.4(b) above, (iA) 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; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party; Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party shall 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 PartyParty (not to be unreasonably withheld). (d) If In the event any of the conditions specified in Section 7.4(b8.4(b) above is or becomes unsatisfied, however; , (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may reasonably deem advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such Third caused by the Third-Party Claim to the fullest extent provided in this AgreementArticle VIII.

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any third party shall notify any indemnified party with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any indemnifying party under this AgreementArticle VII, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice indemnified party shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay each indemnifying party thereof in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudicedwriting. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall indemnifying party will have the right to defend the Party seeking such indemnification (indemnified party against the "Indemnified Party") against such claim by another person (the "Third Party Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within fifteen twenty (1520) days after the Indemnified Party indemnified party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party indemnifying party will indemnify the Indemnified Party indemnified party from and against all adverse consequences the Indemnified Party entirety of any Damages the indemnified party may suffer resulting from or caused by, resulting from, arising out of or relating to such by the Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim involves only money damages and fulfill its indemnification obligationsdoes not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party indemnifying party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.06(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the Indemnifying Party indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 7.06(b) above, (i) the Indemnified Party indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim; Claim and (ii) the Indemnified Party shall 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; and (iii) the Indemnifying Party indemnifying party, which consent shall not consent to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the entry indemnifying party in the defense of any judgment or enter into any settlement with respect to the such Third Party Claim without being defended by the prior consent of indemnifying party pursuant to Section 7.06(b), including providing full access to documents, properties, books and records reasonably requested by the Indemnified Partyindemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) If In the event any of the conditions specified in Section 7.4(b7.06(b) is and 7.06(c) above are or becomes unsatisfiedbecome unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, however; (i) the Indemnified Party may indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem advisable (appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall indemnifying parties will reimburse the Indemnified Party promptly and periodically indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified ------------ Party") with respect to any matter (a "Third Party Claim") which may give ------ ------------------- rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this AgreementSection 6, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party -------------------- shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except -------- however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(b6(d)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 6.

Matters Involving Third Parties. (ai) If any Person not a party to this Agreement shall notify any party hereto (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other party hereto (the "Indemnifying Party") under this AgreementSection 8(b), then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any indemnifying party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, provided (A) the Indemnifying Party so long as: (i) notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may incur or suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 8(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(b8(c)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 8.

Matters Involving Third Parties. (a) If any Third Party shall notify either Purchaser or Seller (the Practice or Business Manager receives notice or acquires knowledge of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against the other Party (the "INDEMNIFYING PARTY") under this AgreementArticle XI, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought is prejudicedprejudiced thereby. (b) Any Subject to Sections 11.4(d) and (e), the Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of its choice so long as (i) the Indemnifying Party's choice reasonably satisfactory to Party notifies the Indemnified Party so long as: in writing, within ten (i10) within fifteen (15) days Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying PartyClaim, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify assume the Indemnified Party from and against all adverse consequences defense of the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks involves only money damages; (iv) settlement ofdamages and does not seek an injunction or other equitable relief, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (viii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Notwithstanding the foregoing, if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such action, suit, investigation, inquiry or proceeding or that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then counsel for the Indemnified Party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the Indemnified Party, at the expense of the Indemnifying Party, provided that (x) this Section 11.4(b) shall not apply to any Third Party IP Claim (as 52 hereinafter defined) and (y) the Indemnifying Party shall have no liability for expenses for more than one outside counsel for all Indemnified Parties with respect to a Third Party Claim. (c) So long as the conditions set forth in Section 11.4(b) are satisfied and the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 11.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld or delayed unreasonably), and (iii) the Indemnifying Party shall will not consent to 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 PartyParty (which will not be unreasonably withheld or delayed); provided, however, that no consent of the Indemnified Party shall be required for any judgment or settlement involving only money damages so long as neither the Indemnified Party nor its Affiliates has any obligations, restrictions or liabilities related to such judgment or settlement. (d) If In the event any of the conditions specified in Section 7.4(b11.4(b) above is or becomes unsatisfied, however; , or in the event the Third Party Claim is a Third Party IP Claim (i) the Indemnified Party may shall have the right to control, 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any written consent from, any the Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expensesexpenses of one outside counsel); , and (iii) the Indemnifying Party shall will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, or relating to such caused by the Third Party Claim to the fullest extent provided in this Article XI. (e) Notwithstanding the foregoing, if, following the Closing, NextNet, one of its Subsidiaries or Purchaser is named as a defendant or receives notice of any Third Party Claim alleging that any of the IP Assets infringe any Intellectual Property Rights of any Third Party (a "THIRD PARTY IP CLAIM"), then Purchaser will give prompt written notice to Seller, even if such Third Party IP Claim may not be the subject of a possible claim for indemnification under this Agreement. Purchaser shall have the right to control the defense and settlement of any such Third Party IP Claim in any manner it may reasonably deem appropriate. In the event Purchaser does not assume control of the defense and settlement of the Third Party IP Claim, Seller will not settle any such Third Party IP Claim or pursue a defense strategy that is likely to establish a precedential practice or position that is adverse to the continuing business interests of Purchaser with respect to the IP Assets or Intellectual Property Rights of NextNet or one of its Subsidiaries without first consulting with Purchaser and giving Purchaser the opportunity, at Purchaser's election and expense, to conduct any additional action or defense that is, in Purchaser's opinion, necessary to protect Purchaser's on-going business interests. (f) If an Indemnified Party should have a claim against any Indemnifying Party that does not involve a Third Party Claim, then such Indemnified Party shall deliver a notice to such Indemnifying Party as promptly as practicable after becoming aware of a claim containing reasonable detail of the specific facts and circumstances pertaining thereto; provided, however, that no delay on the part of such Indemnified Party in notifying such Indemnifying Party will relieve such Indemnifying Party from any obligation under this Article XI unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby.

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any matter which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the "Third Party Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (i) 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; (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (a) If the Practice or Business Manager receives notice or acquires knowledge of any matter which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the "Third Party Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as: (i) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iii) the Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnified Party. (d) If any of the conditions specified in Section 7.4(b) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this Agreementss.4, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice Indemnified Party shall promptly notify Business Managereach Indemnifying Party thereof in writing; and (ii) if such notice or knowledge is received or acquired by Business Managerprovided, the Business Manager shall promptly notify the Practice; except however, that no delay on the part of the Indemnified Party in giving such notice notifying any Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's his/its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iiiB) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivC) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): ss.4(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(bss.4(d)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreementss.4. (v) The Indemnifying Party will succeed and be subrogated to any and all rights (including, without limitation, insurance coverage offset rights, counter claims and rights to third party contribution and indemnification) the Indemnified Party may have with respect to the Third Party Claim.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against the other Party (the “Indemnifying Party”) under this Agreement§8, then: then the party to be so indemnified (ithe “Indemnified Party”) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the PracticeIndemnifying Party thereof in writing; except provided, however, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; (iiiB) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivC) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or of practice adverse to the continuing business interests of the Indemnified Party; , and (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): §8(d) (iii) 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; , (ii3) the Indemnified Party shall will not consent to the entry of any 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 or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (div) If In the event any of the conditions specified in Section 7.4(b§8(d)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (iiB) the Indemnifying Party shall party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' ’ fees and expenses); , and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this Agreement§8.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against the other Party (the "INDEMNIFYING PARTY") under this AgreementSection 7, then: (i) if such notice or knowledge is received or acquired by then the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager Indemnified Party shall promptly notify the PracticeIndemnifying Party thereof in writing; except PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in giving such notice notifying the Indemnifying Party shall diminish relieve the Indemnifying Party from any obligation under this Agreement to provide indemnification hereunder unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is sought thereby is prejudiced. (bii) Any The Indemnifying Party from whom such indemnification (the "Indemnifying Party") is sought shall will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iiiC) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 7(e)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (iiB) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party shall will not consent to 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 PartyParty (not to be withheld unreasonably). (div) If In the event that any of the conditions specified in Section 7.4(b7(e)(ii) above is or becomes unsatisfied, however; , (iA) 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 advisable with respect to any claim for injunctive relief or a substantially similar remedy (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith, but must consult with and obtain consent from the Indemnifying Party with respect to any monetary damages, which consent shall not be unreasonably withheld or delayed); , (iiB) the Indemnifying Party shall will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iiiC) the Indemnifying Party shall will remain responsible for any adverse consequences Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim to the fullest extent provided in this AgreementSection 7.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the Practice or Business Manager receives notice or acquires knowledge of "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the Practice, the Practice shall promptly notify Business Manager; and (ii) if such notice or knowledge is received or acquired by Business Manager, the Business Manager shall promptly notify the Practice; except that no delay in giving such notice shall diminish against any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the other Party from whom such indemnification is sought is prejudiced. (b) Any Party from whom such indemnification (the "Indemnifying Party") is sought shall under this (b) Any Indemnifying Party will have the right to defend the Indemnified Party seeking such indemnification (against the "Indemnified Party") against such claim by another person (the "Third Party Claim") Claim with counsel of the Indemnifying Party's its choice reasonably satisfactory to the Indemnified Party so long as: as (i) 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 to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against all adverse consequences the entirety of any Losses the Indemnified Party may suffer caused by, resulting from, arising out of of, relating to, in the nature of, or relating to such caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory acceptable to the Indemnified Party that the Indemnifying Party has will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations; obligations hereunder, (iii) the Third Party Claim seeks involves only money damages; damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; , and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b): 9.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; , (ii) the Indemnified Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; Party (which consent shall not unreasonably be withheld), and (iii) the Indemnifying Party shall will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of unless written agreement is obtained releasing the Indemnified PartyParty from all liability thereunder. (d) If In the event any of the conditions specified in Section 7.4(b9.4(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 advisable appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); , (ii) the Indemnifying Party shall Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); , and (iii) the Indemnifying Party shall Parties will remain responsible for any adverse consequences Losses the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.arising