Common use of Notice and Defense of Third Party Claims Clause in Contracts

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following after the earlier of receipt of (a) receipt of notice of the commencement by that a third party of any Action has commenced an action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article VI of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor6.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIits obligation to indemnify the Indemnified Party, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of In the commencement event any action, suit or proceeding is brought by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either casePerson, with respect to which indemnification an Indemnifying Person may be sought pursuant to this Agreement (a “Third Party Claim”)have liability under Section 6.2, the Indemnified Party shall give action, suit or proceeding shall, upon the written agreement of the Indemnifying Party written notice thereofPerson that it is obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by such Indemnifying Person. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party Persons shall have the right to participate employ its or their own counsel in any such proceedings case, but the fees and to expenses of such counsel shall be represented by attorneys of its own choosing at the expense of such Indemnified Party’s sole cost and expense. If Persons, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party assumes Person in connection with the defense of a Third Party Claimsuch action, suit or proceeding, (ii) the Indemnifying Party Person shall fail actively and diligently to defend such action, suit or proceeding, (iii) the Indemnified Persons shall have reasonably concluded that such action, suit or proceeding involves to a significant extent matters beyond the scope of the indemnity agreement contained in Section 6.2 or (iv) the Indemnified Persons shall have reasonably concluded that there may settle be one or compromise more legal or equitable defenses available to the claim Indemnified Persons which are different from or additional to those available to the Indemnifying Person, in any of which events the Indemnifying Person shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Persons and that portion of any fees and expenses of counsel related to matters covered by the indemnity agreement and contained in Section 6.2 shall be borne by the Indemnifying Person. The Indemnified Persons shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not they are so represented. The Indemnifying Person shall make available to the Indemnified Persons and their attorneys and accountants all books and records of the Indemnifying Person relating to such action, suit or proceeding and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The Indemnifying Person shall not make any settlement of any action, suit or proceeding without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. If withheld; provided, however, that in the event the Indemnified Persons refuse to consent to a settlement acceptable to the Indemnifying Party does not assume Person which is capable of settlement by the defense payment of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, money only and the Indemnifying Party Persons shall be bound by demonstrate to the result obtained with respect thereto by reasonable satisfaction of the Indemnified Party; provided that Persons their ability to pay such amount, the Indemnifying Party shall not be liable for any Person may pay the amount of the proposed settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled Persons and shall thereupon be released from any further liability with respect to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction action, suit or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionproceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, case with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, Party (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume assumption of the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of In the commencement event any action, suit or proceeding is brought by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either casePerson, with respect to which indemnification an Indemnifying Person may be sought pursuant to this Agreement (a “Third Party Claim”)have liability under Section 6.2, the Indemnified Party shall give action, suit or proceeding shall, upon the written agreement of the Indemnifying Party written notice thereofPerson that it is obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by such Indemnifying Person. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party Persons shall have the right to participate employ its or their own counsel in any such proceedings case, but the fees and to expenses of such counsel shall be represented by attorneys of its own choosing at the expense of such Indemnified Party’s sole cost and expense. If Persons, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party assumes Person in connection with the defense of a Third Party Claimsuch action, suit or proceeding, (ii) the Indemnifying Party Person shall fail actively and diligently to defend such action, suit or proceeding, or (iii) the Indemnified Persons shall have reasonably concluded that there may settle be one or compromise more legal or equitable defenses available to the claim Indemnified Persons which are different from or additional to those available to the Indemnifying Person, in any of which events the Indemnifying Person shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Persons and that portion of any fees and expenses of counsel related to matters covered by the indemnity agreement and contained in Section 6.2 shall be borne by the Indemnifying Person. The Indemnified Persons shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not they are so represented. The Indemnifying Person shall make available to the Indemnified Persons and their attorneys and accountants all books and records of the Indemnifying Person relating to such action, suit or proceeding and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The Indemnifying Person shall not make any settlement of any action, suit or proceeding without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. If withheld; provided, however, that in the event the Indemnified Persons refuse to consent to a settlement acceptable to the Indemnifying Party does not assume Person which is capable of settlement by the defense payment of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, money only and the Indemnifying Party Persons shall be bound by demonstrate to the result obtained with respect thereto by reasonable satisfaction of the Indemnified Party; provided that Persons their ability to pay such amount, the Indemnifying Party shall not be liable for any Person may pay the amount of the proposed settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled Persons and shall thereupon be released from any further liability with respect to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction action, suit or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionproceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (a) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.02; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by If a third party of any Action against claim for indemnification hereunder arises from a claim or otherwise involving any Indemnified Party or (b) receipt of information demand from a third party alleging party, the existence rights of a claim against an Indemnified Party, in either case, with respect the indemnified parties to which indemnification may be sought indemnified pursuant to this Agreement (a “Third Party Claim”)shall be governed by the following: The relevant indemnified party, as appropriate, shall promptly notify the Indemnified Party shall give indemnifying party and request the Indemnifying Party written notice thereofindemnifying party to defend the same. The failure of Failure to so notify the Indemnified Party to give notice as provided in this Section 6.07 indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligations under this Agreementany liability that the indemnifying party might have, except to the extent that the Indemnifying Party is materially prejudiced by such failure prejudices the indemnifying party’s ability to give noticedefend such claim. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party The indemnifying party shall have the right to participate defend against such liability or assertion in such proceedings and which event the indemnifying party shall give written notice to be represented by attorneys the indemnified party of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes acceptance of the defense of a Third Party Claim, such claim and the Indemnifying Party may settle or compromise identity of counsel selected by the claim without the prior indemnifying party. Until such time as indemnifying party provides such written consent notice of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent acceptance of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIsuch claim, the Indemnified Party may require indemnified party shall defend such claim, at the Indemnifying Party expense of the indemnifying party, subject to reimburse any right of the indemnifying party, to seek reimbursement for the costs of such defense in the event that it on a current basis is determined that indemnifying party had no obligation to indemnify the indemnified party for its reasonable expenses such claim. The indemnifying party shall have exclusive right to control and conduct the defense and settlement of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against any such Third Party Claim, and claims subject to consultation with the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party indemnified party. The indemnifying party shall not be liable for any settlement effected without its consentby the indemnified party unless such indemnifying party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, which consent an indemnified party shall have the right to refuse a compromise or settlement and, at such refusing party’s cost, to take over such defense; provided that in such event the indemnifying party shall not be unreasonably withheld responsible for, nor shall it be obligated to indemnify the relevant indemnified party against, any cost or delayedliability in excess of such refused compromise or settlement. The Indemnifying Party With respect to any defense accepted by the indemnifying party, the relevant indemnified party shall pay be entitled to participate with the indemnifying party in such defense if the claim requests equitable relief or other relief that could affect the rights of the indemnified party and also shall be entitled to employ separate counsel for such defense at such indemnified party’s expense. If the indemnifying party does not accept the defense of any indemnified claim as provided above, the relevant indemnified party shall have the right to employ counsel for such defense at the expense of the indemnifying party. Each party agrees to cooperate and to cause its employees and agents to cooperate with the other party in the defense of any such claim and the relevant records of each party shall be available to the Indemnified Party other party with respect to any such defense, subject to the restrictions and limitations set forth in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.this Article VIII. Proprietary & Confidential

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third third-party of any Action against or otherwise involving any Indemnified Third Party Claim or (b) receipt of information Information from a third third-party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.08 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the The Indemnifying Party shallmay, at its option, by giving written notice thereof to the Indemnified Party, (a) acknowledgeParty acknowledging, as between the parties heretoParties, liability forLiability for such Third Party Claim, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds thereforexpense; provided provided, that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall not be deemed entitled to have acknowledged, as between assume the parties hereto, its liability defense of any Third Party Claim to the Indemnified Party for extent such Third Party ClaimClaim (i) is an allegation of a criminal violation or (ii) seeks injunctive relief against the L-3 Indemnitee or Spinco Indemnitee, as the case may be. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense; provided, further, that in the event of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnified Party shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided, that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability Liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys’ fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (aA) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bB) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure Failure of the Indemnified Party to give notice as provided in this Section 6.07 3.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail. (a) Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified for such Third-Party pursuant to the first sentence of this Section 6.07 Claim setting forth the grounds therefor; provided that if . Any objection shall be resolved in accordance with Article VI. If the Indemnifying Party does not give such notice within the same thirty (such 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforperiod, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Third-Party Claim. . (b) Any contest defense of a Third Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys counsel employed by the Indemnifying Party and reasonably satisfactory to Phoenix in the Indemnified Party; provided that case of Phoenix Indemnitees and inSilicon in the case of inSilicon Indemnitees. The Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense; PROVIDED that if the defendants or parties against which relief is sought in any such claim include both the Indemnifying Party and one or more Indemnified Parties and, in the reasonable judgment of Phoenix in the case of Phoenix Indemnitees and inSilicon in the case of inSilicon Indemnitees, a conflict of interest between such Indemnified Parties and such Indemnifying Party exists in respect of such claim, such Indemnified Parties shall have the right to employ one firm of counsel selected by Phoenix for Phoenix Indemnitees or inSilicon for inSilicon Indemnitees and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; PROVIDED that without the prior written consent of Phoenix in the case of Phoenix Indemnitees and inSilicon in the case of inSilicon Indemnitees, the Indemnifying Party if may not agree to any such settlement unless as a condition to such settlement the Indemnified Party receives a written release from any and all liability relating to such Third-Party Claim and such settlement or compromise is solely for does not include any remedy or relief to be applied to or against the Indemnified Party, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. hereunder. (c) If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under this Article VIIII, Phoenix in the Indemnified case of Phoenix Indemnitees and inSilicon in the case of inSilicon Indemnitees may pursue the defense of such Third-Party may require the Claim and choose one firm of counsel in connection therewith. The Indemnifying Party is required to reimburse it Phoenix or inSilicon, as the case may be, on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred by Phoenix in the case of Phoenix Indemnitees and inSilicon in the case of inSilicon Indemnitees in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided thereto, PROVIDED that the Indemnifying Party shall not be liable for any settlement effected without its consentthe consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. withheld. (d) The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after no later than the final resolution later of such Third (i) the date on which the Indemnified Party makes any payment in satisfaction (partial or otherwise) of the Third-Party Claim or (whether by ii) the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to date on which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection 's objection, if any, to its responsibility for indemnification under this Article III has been resolved pursuant to Article VI or by settlement, settlement or compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (aA) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bB) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.4 shall not relieve the Indemnifying Party of its obligations under this Agreementagreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail and shall indicate the amount of the Loss that has been or will be sustained by the Indemnified Party. (a) Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, acknowledge liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified for such Third-Party pursuant to the first sentence of this Section 6.07 Claim setting forth the grounds therefor; provided that if . Any objection shall be resolved in accordance with Section 7.13. If the Indemnifying Party does not within the same thirty (such 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefornotice, the Indemnifying Party shall be deemed claimed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Third-Party Claim. . (b) Any contest defense of a Third Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to Holdings in the Indemnified Party; provided that case of Holdings Indemnitees and ARAC in the case of ARAC Indemnitees. The Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. ; provided that if the defendants or parties against which relief is sought in any such claim include both the Indemnifying Party and one or more Indemnified Parties and, in the reasonable judgment of Holdings in the case of Holdings Indemnitees and ARAC in the case of ARAC Indemnitees, a conflict of interest between such Indemnified Parties and such Indemnifying Party exists in respect of such claim, such Indemnified Parties shall have the right to employ one firm of counsel selected by Holdings for Holdings Indemnities or ARAC for ARAC Indemnities and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. (c) If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that without the prior written consent of Holdings in the case of Holdings Indemnitees and ARAC in the case of ARAC Indemnitees, the Indemnifying Party if may not agree to any such settlement unless as a condition to such settlement the Indemnified Party receives a written release from any and all liability relating to such Third-Party Claim and such settlement or compromise is solely for does not include any remedy or relief to be applied to or against the Indemnified Party, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. hereunder. (d) If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under this Article VIIV, Holdings in the Indemnified case of Holdings Indemnitees and ARAC in the case of ARAC Indemnitees may pursue the defense of such Third-Party may require the Claim and choose one firm of counsel in connection therewith. The Indemnifying Party is required to reimburse it Holdings or ARAC, as the case may be, on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred by Holdings in the case of Holdings Indemnitees and ARAC in the case of ARAC Indemnitees in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; thereto, provided that the Indemnifying Party shall not be liable for any settlement effected without its consentthe consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. withheld. (e) The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after no later than the final resolution later of such Third (i) the date on which the Indemnified Party makes any payment in satisfaction (partial or otherwise) of the Third-Party Claim or (whether by ii) the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to date on which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection 's objection, if any, to its responsibility for indemnification under this Article IV has been resolved pursuant to section 7.13 or by settlement, settlement or compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following the earlier of terms and conditions: (a) receipt The Indemnified Persons shall give prompt written notice to the Indemnifying Persons of notice any Third Party Claim that might give rise to any Loss by the Indemnified Persons, stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known; provided, however, that no delay on the part of the commencement Indemnified Persons in notifying any Indemnifying Persons shall relieve the Indemnifying Persons from any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Person thereby is prejudiced by a third party the delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including any Action against summons, complaint or otherwise involving other pleading that may have been served, any Indemnified Party written demand or any other document or instrument. (b) receipt of information from If the Indemnifying Persons acknowledge in a third party alleging writing delivered to the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Persons that such Third Party Claim”)Claim is properly subject to their indemnification obligations hereunder, and the Indemnifying Persons demonstrate to the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent Persons' reasonable satisfaction that the Indemnifying Party is materially prejudiced by Persons have the financial resources to meet such failure to give notice. Within thirty (30) days after receipt of such noticeindemnification obligations, then the Indemnifying Party shall, by giving written notice thereof to Persons shall have the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortheir own counsel, the Indemnifying Party which counsel shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyPersons; provided provided, however, that the Indemnified Party Indemnifying Persons shall not have the right to participate in assume the defense of any Third Party Claim, notwithstanding the giving of such proceedings and to be represented by attorneys of its own choosing at written acknowledgment, if (i) the Indemnified Party’s sole cost and expense. Persons have been advised by counsel that there are one or more legal or equitable defenses available to them that are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, (ii) such action or proceeding involves, or could have a material effect on, any matter beyond the scope of the indemnification obligation of the Indemnifying Persons, or (iii) the Indemnifying Persons have not assumed the defense of the Third Party Claim in a timely fashion. (c) If the Indemnifying Party assumes Persons assume the defense of a Third Party ClaimClaim (under circumstances in which the proviso to Section 8.3(b) is not applicable), the Indemnifying Persons shall not be responsible for any legal or other defense costs subsequently incurred by the Indemnified Persons in connection with the defense thereof. If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party may Claim by giving the written acknowledgment referred to in Section 8.3(b), or are otherwise restricted from so assuming by the proviso to Section 8.3(b), the Indemnifying Persons nevertheless shall be entitled to participate in such defense with their own counsel and at their own expense. If the defense of a Third Party Claim is assumed by the Indemnified Persons pursuant to clause (i) or clause (ii) of the proviso to Section 8.3(b), the Indemnified Persons shall not be entitled to settle or compromise the claim such Third Party Claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. . (d) If the Indemnifying Party does not Persons exercise their right to assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIClaim, (i) the Indemnified Party may require Persons shall be entitled to participate in such defense with their own counsel at their own expense, and (ii) the Indemnifying Party to reimburse it on a current basis for its reasonable expenses Persons shall not make any settlement of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and any claims without the Indemnifying Party shall be bound by the result obtained with respect thereto by prior written consent of the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consentPersons, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. (a) Promptly (and in any event within 10 Business Days) following the earlier of (ai) receipt of notice notice, whether by service of process or otherwise, of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure to give notice. . (b) Within thirty (30) 30 calendar days after receipt of such noticenotice from the Indemnified Party pursuant to Section 5.05(a), the Indemnifying Party shall, may (by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and elect at its option elect to, and shall at the request of the Indemnified Party, assume the defense of any Third-Party Claim seeking monetary Damages at the Indemnifying Party's sole cost and expense unless the Indemnifying Party objects in writing to such indemnification claim (in which case the Indemnified Party may not require the Indemnifying Party to assume the defense and the Indemnifying Party shall only assume the defense with the consent of the Indemnified Party). During such 30-calendar day period, unless and until the Indemnifying Party assumes the defense of such a Third-Party Claim or objects in writing, the Indemnified Party shall take such action as it deems appropriate, acting in good faith, and at Indemnifying Party's expense in connection with such Third-Party Claim; provided, however, that the Indemnified Party shall not settle or compromise, or make any offer to settle or compromise, such Third-Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld); and provided further, that in the event that a Third Party Claim seeks injunctive or other non-monetary relief, the Indemnified Party shall be entitled to control the defense of the Third Party Claim at its sole the cost and expense or of the Indemnifying Party. (bc) object to If the claim Indemnifying Party assumes the defense of indemnification set forth in the notice delivered by a Third-Party Claim, (w) it shall keep the Indemnified Party pursuant to the first sentence timely informed of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty all significant developments in connection therewith, (30x) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and (which counsel shall be reasonably satisfactory to the Indemnified Party; ), provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing choosing, and if such Third Party Claim only seeks monetary Damages, such participation shall be at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as such settlement or compromise includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third-Party Claim, provided that the Indemnifying Party may not agree to any such settlement or compromise pursuant to which there is solely for any finding or admission of any violation of Law or pursuant to which any remedy or relief (including but not limited to the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof), other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld or delayed. withheld). (d) If the Indemnifying Party does has not objected in writing to such indemnification claim, and, if at the end of the 30-calendar day period referred to in Section 5.05(b) the Indemnifying Party has not assumed the defense of such claim, or, if earlier, beginning at such time as the Indemnifying Party has declined in writing to assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIClaim, (x) the Indemnified Party may require will take such steps as it deems appropriate to defend that Third-Party Claim and the defense shall be conducted by counsel retained by the Indemnified Party, provided that the Indemnifying Party shall have the right to participate in such proceedings and to be represented by counsel of its own choosing at the Indemnifying Party's sole cost and expense; and (y) the Indemnifying Party shall reimburse it the Indemnified Party on a current basis (and in any event within 30-calendar days after the submission of invoices and bills by an Indemnified Party) for its reasonable expenses of investigation, reasonable attorney’s attorneys' and expert witnesses' fees and reasonable other out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided provided, further, that the Indemnified Party shall not settle or compromise, or make any offer to settle or compromise, the Third-Party Claim without the prior written consent of the Indemnifying Party shall not be liable for any settlement effected without its consent, (which consent shall not be unreasonably withheld or delayed. withheld). (e) The Indemnifying Party shall pay to (or at the direction of) the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 calendar days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 calendar days after such Indemnifying Party’s objection 's liability, if any, hereunder has been resolved by settlementFinally Determined. (f) Notwithstanding any other provision of this Agreement, Western acknowledges and agrees that following the Split-Off Time, Westar shall (solely at its own cost and expense) assume and continue the defense of all the Westar Litigation and that, as long as such settlement or compromise includes an unconditional release of all Western Indemnitees, Westar shall be permitted to settle or compromise such Actions without the final nonappealable judgment consent of Western or any of its Affiliates, provided that Westar may not agree to any such settlement or compromise pursuant to which there is any finding or admission of any violation of Law or pursuant to which any remedy or relief (including but not limited to the imposition of a court consent order, injunction or decree which would restrict the future activity or conduct of competent jurisdictionthe Western Indemnitees), other than monetary damages for which the Westar Group shall be responsible hereunder, shall be applied to or against any such Western Indemnitee, without the prior written consent of such Western Indemnitee (which shall not be unreasonably withheld); provided, further, that Westar shall use all commercially reasonable efforts to defend any Western Indemnitee and to cause any Western Indemnitee to be dismissed with prejudice as a party to any pending or future Westar Litigation and, to the extent any Western Indemnitee believes, in its reasonable judgment, that Westar has failed to diligently pursue such defense or dismissal, the Western Indemnitee shall be entitled (at its own cost and expense) to independently move for or otherwise pursue such defense or dismissal and to take such related actions as it may deem necessary or appropriate in connection therewith. Notwithstanding the foregoing, the parties may agree to allocate costs and expenses in any other manner pursuant to a settlement to which Western consents. Westar shall keep Western timely informed of all significant developments with respect to the Westar Litigation to which any Western Indemnitee is a party. (g) Subject to Article VII, each party shall cooperate, and cause their respective Representatives to cooperate, in the defense or prosecution 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.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article IV of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIits obligation to indemnify the Indemnified Party, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party Party, or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 8.2(a) shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, liability forfor and, and at its option option, elect to assume the defense of such Third Party Claim at its sole cost and expense expense, or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 8.2(a) setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. . (b) Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any such remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Indemnified Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. withheld. (c) If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIVII, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 fifteen (15) days after the final resolution of such Third Party Claim (whether by settlement, compromise, or by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 fifteen (15) days after such the Indemnifying Party’s 's objection has been resolved by settlement, compromise compromise, or the final nonappealable judgment of a court of competent jurisdiction. (d) Notwithstanding the foregoing, in no event shall either Equifax or Certegy, or any Member of their respective Group, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other legal or equitable grounds, for any punitive, consequential, indirect, exemplary, special or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if such party has been informed of or might otherwise anticipated or foreseen the possibility of such losses or damages; provided, however, that such limitations shall not apply to liabilities which may arise as the result of willful misconduct of a party. Notwithstanding the foregoing, any damages awarded or obtained (whether by settlement, compromise or judgment) as a result of Third Party Claims shall be considered direct damages for purposes of this Agreement.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted against an indemnified party (“Indemnified Party, ”) in either case, with respect to of which indemnification indemnity for Indemnified Amounts may be sought pursuant to under this Agreement Article from an indemnifying party (a “Third Party ClaimIndemnifying Party”), the Indemnified Party shall give prompt written notice of such Proceeding to the Indemnifying Party. If any Proceeding is brought or asserted against an Indemnified Party and it gives notice to the Indemnifying Party written notice thereof. The failure of the commencement or assertion of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to give notice provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses related to such defense (except as provided herein) and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in this Section 6.07 each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding; provided that any delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such failure or delay. Actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Party’s obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expenseArticle VII. If the Indemnifying Party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification under this Article VII; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Proceeding and the matters that are subject to the indemnification claim; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. The Indemnified Party shall have the right to employ separate counsel in any Proceeding in which the Indemnifying Party has assumed the defense and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (notwithstanding any other provision of this Article VII) unless the Indemnifying Party has failed or refuses to employ counsel or unless the Indemnifying Party is not pursuing the defense of the Proceedings or that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Party’s right to participate in the defense or response to any Proceeding shall not be deemed to limit or otherwise modify the Indemnifying Party’s obligations under this Article VII. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnified Party will have the right to undertake the defense of such Proceeding. Any settlement or compromise made or caused to be made by the Indemnified Party (unless the Indemnified Party has the exclusive right to settle or compromise under Section 7.3) or the claim Indemnifying Party, as the case may be, of any Proceeding of the kind referred to in Section 7.3 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (i) no obligation, restriction or Loss shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (ii) the Indemnified Party will not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Legal Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. Any such notice shall describe the Third Party Claim in reasonable detail. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and may elect at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds thereforexpense; provided that if prior to assuming such defense, the Indemnifying Party does not within must acknowledge that it would have an indemnity obligation for the same thirty (30) day period give Damages resulting from such Third Party Claim as provided under this Article VI. Notwithstanding the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforforegoing, the Indemnifying Party shall not be deemed entitled to have acknowledged, as between assume or maintain control of the parties hereto, its liability to defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party for such if (i) the Third Party ClaimClaim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in (but not control) such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), to any such settlement (x) pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, the Indemnifying Party may not agree shall be applied to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, against the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided or (y) that the Indemnifying Party shall does not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to expressly unconditionally release the Indemnified Party in cash the amount for which the Indemnified Party is entitled and its Affiliates from all liabilities and obligations with respect to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly The obligations and Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following the earlier of terms and conditions: (a) receipt The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of notice any actual or threatened Third Party Claim which might give rise to any Loss by the Indemnified Persons, stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known; PROVIDED, HOWEVER, that no delay on the part of the commencement Indemnified Persons in notifying any Indemnifying Persons shall relieve the Indemnifying Persons from any Liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Persons thereby is prejudiced by a third party the delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including, without limitation, any Action against summons, complaint or otherwise involving other pleading which may have been served, any Indemnified Party written demand or any other document or instrument. (b) receipt If the Indemnifying Persons shall acknowledge in a writing delivered to the Indemnified Persons that the Indemnifying Persons shall be obligated under the terms of information from a third party alleging the existence of a claim against an Indemnified Party, their indemnification obligations hereunder in either case, connection with respect to which indemnification may be sought pursuant to this Agreement (a “such Third Party Claim”), the Indemnified Party shall give then the Indemnifying Party written notice thereof. The failure of Persons shall have the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense by their own counsel, which counsel shall be reasonably satisfactory to the Indemnified Persons; PROVIDED, HOWEVER, that the Indemnifying Persons shall not have the right to assume the defense of any Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, (ii) such action or Proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Persons or (biii) object to the claim Indemnifying Persons shall not have assumed the defense of indemnification set forth the Third Party Claim in a timely fashion. (c) If the notice delivered by Indemnifying Persons shall assume the Indemnified defense of a Third Party pursuant Claim (under circumstances in which the proviso to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does 9.4(b) is not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforapplicable), the Indemnifying Party Persons shall not be deemed to have acknowledged, as between the parties hereto, its liability to responsible for any legal or other defense costs subsequently incurred by the Indemnified Party for such Third Party ClaimPersons in connection with the defense thereof. Any contest If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim as by giving the written acknowledgement referred to which in Section 9.4(b), or are otherwise restricted from so assuming by the proviso to the first sentence of Section 9.4(b), the Indemnifying Party has elected Persons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense; and in any such case, the Indemnified Persons may assume the defense of the Third Party Claim, with counsel which shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that Indemnifying Persons, and shall act reasonably and in accordance with their good faith business judgment and shall not effect any settlement without the Indemnified Party consent of the Indemnifying Persons, which consent shall have the right to participate in such proceedings and to not unreasonably be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. withheld or delayed. (d) If the Indemnifying Party assumes Persons exercise their right to assume the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim they shall not make any settlement of any claims without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. Promptly following the earlier The obligations and liabilities of an Indemnifying Person (aas defined herein) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement Indemnifiable Damages resulting from the assertion of liability by third parties (each, a “Third Party Claim”), ) shall be subject to the terms and conditions set forth below. (a) The Indemnified Persons (as defined herein) shall give prompt written notice to the Indemnifying Persons of any Third Party Claim which might give rise to any Indemnifiable Damages by the Indemnified Persons, stating the nature and basis of such Third Party shall give Claim, and the Indemnifying Party written notice thereof. The failure amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Party to give notice as provided Persons in this Section 6.07 notifying any Indemnifying Persons shall not relieve the Indemnifying Party of its obligations under this AgreementPersons from any liability hereunder, except unless (and then solely to the extent extent) such Indemnifying Persons are actually prejudiced or damaged in any material respect by such delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including, without limitation, any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument directly relating thereto. (b) If the Indemnifying Persons shall acknowledge, in a writing delivered to the Indemnified Persons, that the Indemnifying Persons are obligated to indemnify, defend and hold harmless the Indemnified Persons under the terms of their indemnification obligations hereunder in connection with a particular Third Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticeClaim, then the Indemnifying Party shall, by giving written notice thereof to Persons shall have the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such Third Party Claim at its sole cost their own expense and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortheir own counsel, the Indemnifying Party which counsel shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyPersons; provided provided, however, that the Indemnifying Persons shall not have the right to assume the defense of such Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the claim seeks only an injunction or other equitable relief; (ii) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons; (iii) such action or Proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Persons; or (iv) the Indemnifying Persons shall not have assumed the defense of such Third Party Claim in a timely fashion. (c) If the Indemnifying Persons elect to assume the defense of any such Third Party Claim (under circumstances in which the proviso in Section 9.4(b) is not applicable), the Indemnifying Persons shall consult with Indemnified Persons and the Indemnified Persons may participate in such defense, but in such case the expenses of Indemnified Persons shall be paid by Indemnified Persons. If the Indemnifying Persons fail to defend a Third Party Claim, are otherwise restricted from so defending, or if, after commencing or undertaking any such defense, the Indemnifying Persons fail to prosecute or withdraw from such defense, the Indemnified Persons shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing undertake the defense or settlement thereof, at the Indemnified Party’s sole cost and Indemnifying Persons’ expense. If the Indemnifying Party assumes Indemnified Persons assume the defense of a any such Third Party ClaimClaim in accordance with the terms hereof and propose to settle such Third Party Claim prior to a final judgment thereon, then Indemnified Persons shall give the Indemnifying Persons prompt written notice thereof, and the Indemnified Persons may not settle such Third Party may settle or compromise the claim Claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. . (d) If the Indemnifying Party does not Persons exercise their right to assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIClaim, they shall not make any settlement of any claims without the written consent of the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consentPersons, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the , unless such settlement provides for a full release from liability of Indemnified Party in cash the amount for which the Persons. (e) For purposes of this Agreement, “Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise)Persons” means Buyer Indemnitees and Seller Indemnitees, or, in as the case of any Third Party Claim as may be, and “Indemnifying Persons” means persons required to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionprovide indemnification with respect to Indemnifiable Damages under this Article IX.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume assumption of the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly The obligations and Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following the earlier of terms and conditions: (a) receipt The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of notice any Third Party Claim which might give rise to any Loss by the Indemnified Persons, stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known; PROVIDED, HOWEVER, that no delay on the part of the commencement Indemnified Persons in notifying any Indemnifying Persons shall relieve the Indemnifying Persons from any Liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Persons thereby are prejudiced by a third party the delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including, without limitation, any Action against summons, complaint or otherwise involving other pleading which may have been served, any Indemnified Party written demand or any other document or instrument. (b) receipt If the Indemnifying Persons shall acknowledge in a writing delivered to the Indemnified Persons that the Indemnifying Persons shall be obligated under the terms of information from a third party alleging the existence of a claim against an Indemnified Party, their indemnification obligations hereunder in either case, connection with respect to which indemnification may be sought pursuant to this Agreement (a “such Third Party Claim”), the Indemnified Party shall give then the Indemnifying Party written notice thereof. The failure of Persons shall have the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense by their own counsel, which counsel shall be reasonably satisfactory to the Indemnified Persons; PROVIDED, HOWEVER, that the Indemnifying Persons shall not have the right to assume the defense of any Third Party Claim, notwithstanding the giving of such written acknowledgement, if (i) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, (ii) such action or Proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Persons or (biii) object to the claim Indemnifying Persons shall not have assumed the defense of indemnification set forth the Third Party Claim in a timely fashion. (c) If the notice delivered by Indemnifying Persons shall assume the Indemnified defense of a Third Party pursuant Claim (under circumstances in which the proviso to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does 8.4(b) is not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforapplicable), the Indemnifying Party Persons shall not be deemed to have acknowledged, as between the parties hereto, its liability to responsible for any legal or other defense costs subsequently incurred by the Indemnified Party for such Third Party ClaimPersons in connection with the defense thereof. Any contest If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim as by giving the written acknowledgement referred to which in Section 8.4(b), or are otherwise restricted from so assuming by the proviso to the first sentence of Section 8.4(b), the Indemnifying Party has elected Persons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense; and in any such case, the Indemnified Persons may assume the defense of the Third Party Claim, with counsel which shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that Indemnifying Persons, and shall act reasonably and in accordance with their good faith business judgment and shall not effect any settlement without the Indemnified Party consent of the Indemnifying Persons, which consent shall have the right to participate in such proceedings and to not unreasonably be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. withheld or delayed. (d) If the Indemnifying Party assumes Persons exercise their right to assume the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim they shall not make any settlement of any claims without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. If withheld; PROVIDED, HOWEVER, that if the Indemnifying Party does Indemnified Persons do not assume the defense consent to such settlement of a Third Party Claim for which (it has acknowledged liability for indemnification under Article VIbeing understood that such proposed settlement must involve the payment of money only and be in writing and signed by such third party) and the ultimate settlement of such claim involves the payment of money only and is in excess of the amount initially proposed to be settled by the Indemnifying Persons, the Indemnified Party may require maximum amount of any Losses payable by the Indemnifying Party to reimburse it on Persons as a current basis for its reasonable expenses result of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by will not exceed the final nonappealable judgment amount of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by initially proposed settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt The MLP, promptly upon its discovery of notice facts giving rise to an Indemnity Claim, shall give prompt Notice thereof to the Resource Entities, together with a statement of such information respecting any of the commencement by foregoing as the MLP shall have. The Notice shall include a third party formal demand for indemnification under this Agreement. The Resource Entities will not be obligated to indemnify any MLP Indemnified Person with respect to any Indemnity Claim if the MLP failed to notify the Resource Entities in accordance with the provisions of this Agreement in sufficient time to permit the Resource Entities or their counsel to defend against such matter and to make a timely response thereto including, without limitation, any Action against responsive motion or otherwise involving any Indemnified Party answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the indemnity Claim, but only insofar as such failure to notify the Resource Entities has actually resulted in prejudice or damage to the Resource Entities. (b) receipt of information from a third party alleging the existence of a claim against an Indemnified PartyThe Resource Entities shall be entitled, in either caseat their cost and expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which indemnification the Resource Entities are called upon by the MLP to indemnify any MLP Indemnified Party under the provisions of this Agreement; provided, that Notice of the intention to so contest shall be delivered by the Resource Entities to the MLP within twenty (20) days from the date of receipt by the Resource Entities of Notice by the MLP of the assertion of the Indemnity Claim. Any such contest may be sought pursuant to this Agreement (a “Third Party Claim”), conducted in the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure name and on behalf of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by Resource Entities or such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the MLP Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall may be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claimappropriate. Any Such contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys reputable counsel employed by the Indemnifying Party Resource Entities and not reasonably satisfactory objected to by the Indemnified Party; provided that MLP, but the Indemnified Party MLP shall have the right but not the obligation to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s its sole cost and expense. The Resource Entities shall have full authority to determine all action to be taken with respect thereto; provided, however, that the Resource Entities will not have the authority to subject the MLP or such MLP Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the Indemnifying Party assumes the defense of a Third Party Resource Entities elect not to contest any such Indemnity Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party Resource Entities shall be bound by the result obtained with respect thereto by the MLP. If the Resource Entities shall have assumed the defense of an Indemnity Claim, such MLP Indemnified Party; provided that the Indemnifying Party shall not be liable for agree to any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or discharge of an Indemnity Claim that the final nonappealable judgment Resource Entities may recommend and that by its terms obligates the Resource Entities to pay the full amount of a court the liability in connection with such Indemnity Claim (which agreement shall be contingent on the making of competent jurisdictionsuch payment), which releases such MLP Indemnified Party completely in connection with such Indemnity Claim and which would not otherwise adversely affect such MLP Indemnified Party. (c) If requested by the Resource Entities, the MLP shall cooperate with the Resource Entities and its counsel in contesting any Indemnity Claim that the Resource Entities elect to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cross-complaint against any person, and the Resource Entities will reimburse the MLP or any MLP Indemnified Party for any out-of-pocket expenses incurred by it in so cooperating. At no cost or expense to the MLP or any MLP Indemnified Party, the Resource Entities shall cooperate with the MLP or any MLP Indemnified Party and their counsel in contesting any Indemnity Claim. (d) The MLP agrees to afford the Resource Entities and their counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the MLP or any MLP Indemnified Party or conferences with representatives of or counsel for such persons.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any action, claim or proceeding shall be brought or asserted by a third party of any Action against or otherwise involving any Indemnified (a “ Third Party or (bClaim ”) receipt of information from a third party alleging the existence of a claim against an indemnified party or any successor thereto (the “ Indemnified Party, Person ”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Section from an indemnifying person or any successor thereto (a “Third Party Claimthe “ Indemnifying Person ”), the Indemnified Party Person shall give prompt written notice of such Third Party Claim to the Indemnifying Party written notice Person who shall assume the defense thereof. The failure , including the employment of counsel reasonably satisfactory to the Indemnified Party Person and the payment of all expenses; except that any delay or failure to give notice as provided in this Section 6.07 so notify the Indemnifying Person shall not relieve the Indemnifying Party Person of its obligations under this Agreement, except hereunder only to the extent extent, if at all, that the Indemnifying Party it is materially prejudiced by reason of such failure delay or failure. The Indemnified Person shall have the right to give noticeemploy separate counsel in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and counsel selected by the Indemnifying Person determines that the representation by the same counsel is inappropriate. Within thirty In the event that the Indemnifying Person, within ten (3010) days after receipt notice of any such Third Party Claim, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Third Party Claim for the account of the Indemnifying Party shallPersons, by giving written notice thereof subject to the Indemnified Partyright of the Indemnifying Person to assume, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume expense, the defense of such Third Party Claim at its sole cost and expense or (b) object with counsel satisfactory to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant Person at any time prior to the first sentence of settlement, compromise or final determination thereof. Anything in this Section 6.07 setting forth to the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforcontrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Third Party shall be deemed to have acknowledged, as between the parties hereto, its liability Claim or consent to the entry of any judgment with respect to any Third Party Claim other than in accordance with the following sentence. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such Third Party for Claim or consent to entry of any judgment with respect to any such Third Party Claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the Plaintiffs of the Indemnified Person from all Liability with respect to such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. If a claim for indemnification hereunder arises from a claim or demand from a third party, the rights of the indemnified parties to be indemnified pursuant to this Agreement and any Schedule shall be governed by the following: (1) Promptly following the earlier of (a) after receipt by an indemnified party of notice of the commencement by a third party of any Action against claim, allegation or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of facts which may result in a claim against for indemnification hereunder, an Indemnified Party, indemnified party shall give the indemnifying party prompt notice thereof. The failure to give such notice shall not affect the indemnified party's ability to seek reimbursement unless such failure has materially and adversely affected the indemnifying party's ability to defend the claims. (2) An indemnified party shall have the right (i) to employ separate counsel in either case, with respect any action as to which indemnification may be sought pursuant to under any provision of this Agreement and to participate in the defense thereof, or (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except ii) to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticeit may wish, the Indemnifying Party shalljointly with any other indemnified party, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of any such Third Party Claim at its sole cost and expense or (b) object action with counsel reasonably satisfactory to the claim indemnifying party, but the fees and expenses of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party counsel shall be deemed at the expense of such indemnified party unless (x) the indemnifying party has agreed in writing to have acknowledgedpay such fees and expenses, as between (y) the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party indemnifying party has elected failed to assume the defense thereof without reservation and employ counsel within a reasonable period of time after being given the notice required above, and as a consequence thereof the indemnified party has employed separate counsel to protect its rights, or (z) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party and such indemnified party shall be conducted have been advised by attorneys employed its counsel that representation of such indemnified party and the indemnifying party by the Indemnifying Party and reasonably satisfactory same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to the Indemnified Party; provided actual or potential differing interests between them. It is understood, however, that the Indemnified Party shall have indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent same jurisdiction arising out of the Indemnified Party if such settlement same general allegations or compromise is solely circumstances, be liable for monetary damages for which the Indemnifying Party shall be responsible for; reasonable fees and expenses of only one separate firm of attorneys (in all other events, the Indemnifying Party may not agree addition to any settlement local counsel) at any time for all such indemnified parties having actual or compromise without potential differing interest with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party indemnifying party. (3) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, which consent shall not be unreasonably withheld withheld, but if settled with such written consent, or delayed. The Indemnifying Party shall pay if there be a final judgment against any indemnified party in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified parties to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution extent provided above from and against any loss, claim, damage, liability or expense by reason of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction settlement or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionjudgment.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article 7 against an indemnified party or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article 7 from an indemnifying person or any successor thereto (a the “Third Party ClaimIndemnifying Person”), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and liability under and pursuant to the indemnifications set forth in this Article 7. In addition, the filing of a Proceeding shall not be required as a condition or prerequisite to the Indemnifying Person’s obligations under this Article 7, if the Indemnified Person is required to expend sums for investigation or remedial purposes as a result of a threatened Proceeding. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Person unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article 7. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) Person, within 15 days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing Person at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the any time prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or final determination thereof. Anything in this Article to the final nonappealable contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such Proceeding or consent to entry of a court any judgment with respect to any such Proceeding that requires solely the payment of competent jurisdictionmoney damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such Proceeding.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to Article VI of this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 7.2 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, liability for, and at its option elect to assume option, assumption of the defense of such Third Party Claim at its sole cost and expense or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 7.2 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. . (b) Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. withheld. (c) If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification that arises under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 fifteen (15) days after the final resolution of such Third Party Claim (whether by settlement, compromise, or the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 fifteen (15) days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly The obligations and liabilities of any Indemnitor with respect to Claims resulting from a Third Party Claim shall be subject to the following the earlier of terms and conditions: (a) receipt of The Indemnitee shall give prompt written notice of to the commencement by a third party Indemnitor of any Action Third Party Claim that might give rise to a Claim by the Indemnitee against or otherwise involving any Indemnified Party or (b) receipt the Indemnitor based on the indemnity agreement contained in Section 8.1 above, stating the nature and basis of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “such Third Party Claim”), and the Indemnified Party shall give amount thereof to the Indemnifying Party written notice thereof. The extent known, but failure of the Indemnified Party to give such prompt notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its affect an Indemnitor's obligations under this Agreement, hereunder except to the extent that the Indemnifying defense of such a Third Party is Claim by such Indemnitor has been actually and materially prejudiced thereby. Such notice shall be accompanied by copies of all relevant documentation in the possession of the Indemnitee or any of its Affiliates (other than the Indemnitor) with respect to such failure Third Party Claim, including without limitation any summons, complaint or other pleading which may have been served or any written demand received. (b) Subject to give notice. Within thirty (30) days after receipt of such noticeSection 8.4 hereof, the Indemnifying Party shall, by giving written notice thereof to Indemnitor shall have the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, right in good faith and at its option elect own cost and expense, to assume take reasonable steps to cure, remediate, mitigate, remedy or otherwise handle any event or circumstance which gives rise to a Loss (including, but not limited to events and circumstances which can be cured, remediated, mitigated or remedied through the defense expenditure of money and events and circumstances which give rise to a Loss which can be measured in terms of money), regardless of whether such Loss arises out of a breach of or default under any representation, warranty, covenant or agreement contained in this Agreement or otherwise. Such right shall include, without limitation, (i) the right to investigate any such event or circumstance, (ii) the right to cure, mitigate, remediate, remedy and otherwise handle any such event or circumstance on such terms and conditions and by such means as the Indemnitor may determine, in its reasonable discretion, and (iii) the right to defend, contest or otherwise oppose any such Third Party Claim at its sole cost and expense or with legal counsel selected by the Indemnitor (b) object which legal counsel shall be reasonably acceptable to the claim of indemnification set forth Indemnitee); provided, however, that in the notice delivered by event that the Indemnified Party pursuant Indemnitor shall not have expressly acknowledged in writing that the Indemnitee will be indemnified with respect to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any Claim in accordance with this Agreement, such legal counsel shall be selected by the Indemnitee, and provided, further, that such Indemnitor's right to defend, contest of a or otherwise oppose any such Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted limited to those situations where the Indemnitor shall have expressly acknowledged in writing that the Indemnitee will be indemnified with respect to such Third Party Claim in accordance with this Agreement. The Indemnitor shall promptly inform the Indemnitee of all material developments related to any such event or circumstance. The Indemnitee shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense, contest or other opposition of any such Third Party Claim through legal counsel selected by attorneys employed it and shall have the right, but not the obligations to assert any and all cross-claims or counterclaims which it may have. Any of the above notwithstanding, if the defendants in any Third Party Claim include both the Indemnitor and the Indemnitee, and the Indemnitee has been advised by the Indemnifying Party and reasonably satisfactory its counsel that there are legal defenses available to the Indemnified Party; provided that Indemnitee which are different from or in addition to those available to the Indemnified Party Indemnitor, the Indemnitee shall have the right to participate employ its own counsel (in addition to any local counsel, if applicable) in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, and, in such event, the Indemnifying Party may reasonable fees and expenses of such counsel shall be borne by the Indemnitor. (c) Subject to the provisions of Section 8.2(b), so long as the Indemnitor is diligently and in good faith performing its obligations under Section 8.2(b), the Indemnitee shall not compromise or settle or compromise the claim any such Claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyIndemnitor, which consent shall not be unreasonably withheld or delayed. If withheld; provided, however, that in the Indemnifying Party does event that the Indemnitor shall not assume have expressly acknowledged in writing that the defense of a Indemnitee will be indemnified with respect to such Third Party Claim for which it has acknowledged liability for indemnification under Article VIin accordance with this Agreement, then the Indemnified Indemnitee shall have the full right to defend against any such Third Party may require the Indemnifying Party Claim and shall be entitled to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred settle or agree to pay in defending against full such Third Party Claim. (d) Subject to Section 8.2(c) above, and neither the Indemnifying Party Indemnitor nor the Indemnitee shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for make any settlement effected of any Third Party Claim without its consentthe written consent of the other, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-of- pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any Third Party has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party Third Party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article III of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 3.09 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 45 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party and acknowledging its liability for that indemnification claim, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor3.09; provided provided, that if the Indemnifying Party does not within the same thirty (30) that 45-day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability for the indemnification claim and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.6 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.6; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third-Party Claim; provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys’ fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder, plus its reasonable expenses of investigation, reasonable attorneys’ fees and reasonable out-of-pocket expenses incurred in defending against such Third-Party Claim, within 15 days after the final resolution of such Third Third-Party Claim (whether has been finally determined by the final nonappealable judgment of a court of competent jurisdiction or otherwise)jurisdiction, in the case of an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged acknowledged, or has objected to, liability, within 15 days after such Indemnifying Party’s objection it has been resolved finally determined by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionjurisdiction that such Indemnifying Party has liability hereunder.

Notice and Defense of Third Party Claims. Promptly following after the earlier of receipt of (a) receipt of notice of the commencement by that a third party of any Action has commenced an action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article VI of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 7.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor7.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided provided, that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIits obligation to indemnify the Indemnified Party, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third- Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereofthereof describing the Third-Party Claim in reasonable detail. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under obligation xxxxxx this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticenotice (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.02; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its rejected any liability to the Indemnified Party for such Third Third-Party Claim. Any contest of a Third Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any such remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 fifteen (15) days after the final resolution of such Third Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), ) or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 fifteen (15) days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction. (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third- Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 Article 11 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor11.04; provided that if the Indemnifying Party does not within the same such thirty (30) day 30)-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnified Party shall give the Indemnifying Party an additional notice of its claim for indemnification and if the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim within ten (10) days after receipt of such notice the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified hereunder within fifteen (if any15) within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 fifteen (15) days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article IV of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.5; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt Each Person entitled to indemnification under this ARTICLE VIII (the “Indemnified Party”) shall provide notice (“Claims Notice”) to the Party required to provide indemnification (the “Indemnifying Party”) promptly, but no later than thirty (30) days, after such Indemnified Party receives written notice of, or becomes aware of notice (as applicable), any claim, litigation, proceeding, event or matter as to which indemnity may be sought (the “Claim”). A delay on the part of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or to so notify any Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder (except and only to the extent that such delay shall have not materially and adversely prejudiced the Indemnifying Party). (b) receipt of information from If the Claim is asserted by a third party alleging the existence of Person who is not a claim against an Indemnified Party (or a successor to a Party, in either case, with respect to which indemnification may be sought pursuant ) to this Agreement (a “Third Party Claim”), the Indemnified Indemnifying Party shall give have twenty (20) Business Days from the Indemnifying Party written notice thereof. The failure date of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect a Claims Notice in which to assume the defense entire control of the defense, compromise or settlement of such Third Party Claim at its sole cost (the “Defense”); provided, however, that an Indemnifying Party shall not be entitled to assume or maintain control of the Defense of any Third Party Claim and expense or (b) object to shall pay the claim reasonable fees and expenses of indemnification set forth in the notice delivered counsel retained by the Indemnified Party pursuant if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the first sentence of this Section 6.07 setting forth Third Party Claim would be detrimental to the grounds therefor; provided that if Indemnified Party’s reputation or future business prospects (which shall be set out in a written notice to the Indemnifying Party does not within describing the same thirty reasons for such belief in reasonable detail), (30iii) day period give the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. The assumption of the Defense by a Party shall not be deemed to have acknowledgedan acknowledgement by the Party that indemnification is available under this Agreement. If a Party shall assume such Defense, as between it shall notify the parties hereto, other Party in writing of such assumption and its liability selection of counsel (which must be reasonably acceptable to the Indemnified Party) within twenty (20) Business Days of receipt of such Claims Notice and thereafter promptly advise the other Party for of its activities and efforts in connection therewith and of the ultimate resolution of such Third Party Claim. Any contest of a Third Party Claim as to which the The Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall not have the right to participate in settle, compromise or adjust any such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim Claim without the prior written consent of the Indemnified Party if such settlement unless (A) there is no finding or compromise admission of any violation of any Requirement of Law or any violation of the rights of any Person and no effect on any other claims that may be made by or against the Indemnified Party, and (B) the sole relief provided is solely for monetary damages for which that are paid in full by the Indemnifying Party. In connection with any Defense assumed by the Indemnifying Party, the Indemnified Party shall be responsible for; entitled, at its own cost and expense, to have its counsel monitor the progress and status thereof and, in all other eventssuch event, the Indemnifying Party may not and its counsel agree to any settlement or compromise without the prior written consent of afford all reasonable cooperation to the Indemnified Party and its counsel in order to permit counsel to the Indemnified Party effectively to monitor the progress and status from time to time of any such Third Party Claim; provided, however, that if the representation of both the Indemnified Party and Indemnifying Party by the same counsel could create a conflict of interest which is not capable of being waived under applicable rules of professional conduct, then the Indemnified Party shall be entitled to have its own counsel at the Indemnifying Party, which consent ’s cost and expense. The Indemnifying Party shall not be unreasonably withheld obligated to pay for more than two counsels pursuant to the foregoing sentence with respect to claims or delayedany group of related claims for which indemnification is sought hereunder regardless of the number of Indemnified Parties subject to each claim, but each may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by the Indemnifying Party in the conduct of such defense. If the Indemnifying Party does fails to notify the Indemnified Party that it has assumed the Defense or elects not to assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIDefense, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigationmay, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against but shall not be required to, pay, compromise or settle such Third Party Claim, and or take action to settle such Third Party Claim, provided that the Indemnified Party shall notify the Indemnifying Party shall be bound of such action. If not agreed by the result obtained with respect thereto by Parties, the Indemnified Party; provided that the Indemnifying Party ’s entitlement to indemnification hereunder shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether determined by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any Third Party has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party Third Party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article III of this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 3.08 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may either (ai) acknowledge, as between the parties hereto, acknowledge its liability for, for that indemnification claim and at its option elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party; or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor3.08; provided provided, that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume acknowledged liability for the indemnification claim with respect to, and assumed the defense of, a Third-Party Claim, the defense of the Indemnified Party shall be conducted by attorneys employed controlled by the Indemnifying Party and counsel retained by the Indemnifying Party, which counsel shall at all times during the pendency of the Third-Party Claim be reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any Liability shall be admitted or any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. If the Indemnifying The Indemnified Party does not assume shall cooperate at all times in the defense of a Third any Third-Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedhas acknowledged liability. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 30 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.7 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 6.7 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the -------- Indemnifying Party does not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate -------- in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not agree to any such -------- settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the -------- Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (such 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), Third-Party Claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "THIRD PARTY CLAIM"), other than Tax Claims (which are dealt with in SECTION 8.7 ----------------- ----------- below), shall be subject to the following the earlier of terms and conditions: (a) receipt of The Indemnified Persons shall promptly give written notice of to the commencement by a third party Indemnifying Persons of any Action against or otherwise involving Third Party Claim which might give rise to any Loss by the Indemnified Party or (b) receipt Persons, stating the nature and basis of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “such Third Party Claim”), and the Indemnified Party shall give amount thereof to the Indemnifying Party written notice thereof. The failure extent known; provided, however, that no -------- ------- delay on the part of the Indemnified Party to give notice as provided Persons in this Section 6.07 notifying any Indemnifying Persons shall not relieve the Indemnifying Party of its obligations under this Agreement, except Persons from any liability or obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party Person thereby is materially prejudiced by such failure delay. Such notice shall be accompanied by copies of all relevant documentation with respect to give notice. Within thirty (30) days after receipt of such notice, Third Party Claim to the Indemnifying Party shall, by giving written notice thereof extent available to the Indemnified PartyPersons, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. (ab) acknowledgeIf the Indemnifying Persons shall acknowledge in a writing delivered to the Indemnified Persons that such Third Party Claim is properly subject to their indemnification obligations hereunder, as between then the parties hereto, liability for, and at its option elect Indemnifying Persons shall have the right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party their own counsel which counsel shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyPersons; provided provided, however, that the Indemnified Party -------- ------- Indemnifying Persons shall not have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes assume the defense of a any Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Party may settle Persons, or compromise if an actual conflict of interest exists between the claim without Indemnified Persons and the prior written consent Indemnifying Persons, (ii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the Indemnified Party if such settlement or compromise is solely for monetary damages for which indemnification obligation of the Indemnifying Party shall be responsible for; in all other events, Persons or (iii) the Indemnifying Party may Persons shall not agree to any settlement or compromise without have assumed the prior written consent defense of the Indemnified PartyThird Party Claim in a timely fashion, which consent shall not be unreasonably withheld or delayed. but in no event later than 60 days of receipt of written notice thereof. (c) If the Indemnifying Party does not Persons shall assume the defense of a Third Party Claim for (under circumstances in which it has acknowledged liability for indemnification under Article VIthe proviso to the first sentence of SECTION 8.3(B) is not applicable), the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis Persons shall not be -------------- responsible for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses any legal or other defense costs subsequently incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that Persons in connection with the defense thereof. If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim by giving the written acknowledgment referred to in SECTION 8.3(B), or are -------------- otherwise restricted from so assuming such defense by the proviso to the first sentence of SECTION 8.3(B), the Indemnifying Persons shall nevertheless be -------------- entitled to participate in such defense with their own counsel and at their own expense. (d) If the Indemnifying Persons exercise their right to assume the defense of a Third Party Claim pursuant to SECTION 8.3(B), (i) the Indemnified -------------- Persons shall be entitled to participate in such defense with their own counsel at their own expense and (ii) the Indemnifying Persons shall not be liable for make any settlement effected of any claims without its consentthe written consent of the Indemnified Persons, which consent shall not be unreasonably withheld withheld, delayed or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionconditioned.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of In the commencement event any action, suit or proceeding is brought by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either casePerson, with respect to which indemnification an Indemnifying Person may be sought pursuant to this Agreement (a “Third Party Claim”)have liability under Section 6.2, the Indemnified Party shall give action, suit or proceeding shall, upon the written agreement of the Indemnifying Party written notice thereofPerson that it is obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by such Indemnifying Person. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party Persons shall have the right to participate employ its or their own counsel in any such proceedings case, but the fees and to expenses of such counsel shall be represented by attorneys of its own choosing at the expense of such Indemnified Party’s sole cost and expense. If Persons unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party assumes Person in connection with the defense of a Third Party Claimsuch action, suit or proceeding, (ii) the Indemnifying Party Person shall fail actively and diligently to defend such action, suit or proceeding, (iii) the Indemnified Persons shall have reasonably concluded that such action, suit or proceeding involves to a significant extent matters beyond the scope of the indemnity agreement contained in Section 6.2 or (iv) the Indemnified Persons shall have reasonably concluded that there may settle be one or compromise more legal or equitable defenses available to the claim Indemnified Persons which are different from or additional to those available to the Indemnifying Person, in any of which events the Indemnifying Person shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnified Persons and that portion of any fees and expenses of counsel related to matters covered by the indemnity agreement and contained in Section 6.2 shall be borne by the Indemnifying Person. The Indemnified Persons shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not they are so represented. The Indemnifying Person shall make available to the Indemnified Persons and their attorneys and accountants all books and records of the Indemnifying Person relating to such action, suit or proceeding and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The Indemnifying Person shall not make any settlement of any action, suit or proceeding without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. If withheld; provided, however, that in the event the Indemnified Persons refuse to consent to a settlement acceptable to the Indemnifying Party does not assume Person which is capable of settlement by the defense payment of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, money only and the Indemnifying Party Persons shall be bound by demonstrate to the result obtained with respect thereto by reasonable satisfaction of the Indemnified Party; provided that Persons their ability to pay such amount, the Indemnifying Party shall not be liable for any Person may pay the amount of the proposed settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled Persons and shall thereupon be released from any further liability with respect to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction action, suit or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionproceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any Proceeding shall be brought or asserted by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an indemnified party or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought under this Article from an indemnifying person or any successor thereto (the “Indemnifying Person”) pursuant to this Agreement (a “Third Party Claim”)any Proceeding, the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall either assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses, or notify the Indemnified Person of its election to tender its maximum liability, if limited, under this Agreement for such claim to the Indemnified Person in full and complete satisfaction and release of its obligation under Article VIII; provided, that any delay or failure so to notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and liability under and pursuant to the indemnifications set forth in this Article. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party Person unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty Person, within twenty (3020) days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of and at the expense of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that Person at any time prior to the Indemnified Party shall have settlement, compromise or final determination thereof. Notwithstanding anything in this Article to the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claimcontrary, the Indemnifying Party may settle or compromise the claim Person shall not, without the Indemnified Person’s prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld or delayed. If ), settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding; provided, however, if the Indemnified Person withholds its consent to a settlement involving monetary consideration only, the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, Person may notify the Indemnified Party may require Person of its election to tender the Indemnifying Party to reimburse it on a current basis for its reasonable expenses monetary amount of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any proposed settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party Person in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution full and complete satisfaction and release of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionits obligation under Article VIII.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a Party seeks indemnification under this Article VIII with respect to any action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such Party (the “Indemnified Party”) shall promptly give written notice to the other Party shall give (the “Indemnifying Party”) after receiving written notice of such Third-Party Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle VIII, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control of such defense shall be conducted by attorneys employed by the Indemnifying Party and appoint lead counsel reasonably satisfactory acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: notify the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim in accordance with the terms of this Agreement (including the limitations set forth in Sections 8.2(b) and 8.3(b)). Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of such defense if the Third-Party Claim which the Indemnifying Party seeks to assume control (I) seeks non-monetary relief, (II) involves criminal or quasi-criminal allegations, (III) involves a claim which, if adversely, determined, would be reasonably expected, in the good faith judgment of the Indemnified Party, to establish a precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Acquired Entities, (IV) seeks Losses in excess of the Cap or (V) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend (each of the foregoing, an “Exception Claim”). (b) In the event that (i) the Indemnifying Party fails to elect to assume control of the defense of any Third-Party Claim in the manner set forth in Section 8.5(a) or such Third-Party Claim is or at any time becomes, an Exception Claim, the Indemnified Party may defend against, and, subject to the consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim. (c) If the Indemnifying Party is controlling the defense of any Third-Party Claim in accordance with Section 8.5(a), (i) the Indemnified Party shall nonetheless have the right to participate in the defense of such proceedings and Third-Party Claim giving rise to be represented by attorneys of its own choosing the Indemnified Party’s claim for indemnification at the Indemnified Indemnifying Party’s sole cost and expense. If , (ii) the Indemnifying Party assumes will not consent to the defense entry of a Third any judgment or enter into any settlement with respect to or cease to defend such Third-Party Claim, the Indemnifying Party may settle or compromise the claim Claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Partyunreasonably); provided that the Indemnified Party shall have no obligation of any kind to consent to the entrance of any judgment or into any settlement unless such judgment or settlement (A) is for only money damages, the full amount of which shall be paid by the Indemnifying Party shall not be liable for any settlement effected without its consentand (B) includes, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to as a condition thereof, an express, unconditional release of the Indemnified Party from any liability or obligation with respect to such Third-Party Claim. (d) Irrespective of which party controls the defense of any Third-Party Claim, the other Parties will, and will cause any non-party Affiliate to, cooperate with the controlling Party in cash such defense and make available to the amount controlling Party all witnesses, pertinent records, materials and information in such non-controlling Party’s possession or under its control relating thereto as is reasonably required by the controlling Party. The Parties agree that all communications between any Party and counsel responsible for which or participating in the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution defense of such Third any Third-Party Claim (whether by shall, to the final nonappealable judgment of a court of competent jurisdiction or otherwise)extent possible, or, in the case of any Third Party Claim be made so as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise preserve any applicable attorney-client or the final nonappealable judgment of a court of competent jurisdictionwork-product privilege.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 2.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor2.05; provided that if the Indemnifying Party does not within the same thirty (such 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly The obligations and Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of Liability by third parties (including any Governmental Entity) (each, a "Third Party Claim") shall be subject to the following additional terms and conditions (provided, however, that subparagraphs (b), (c), (d) and (e) of this Section 10.3 shall not apply to Third Party Claims seeking the earlier performance of remediation measures, which are subject to the procedures set forth in Section 6.13 of this Agreement): (a) receipt The Indemnified Persons, or any one of them, shall promptly give written notice to the Indemnifying Persons, or any of the commencement by a third party them, of any Action against or otherwise involving Third Party Claim which might give rise to any Loss by the Indemnified Party or (b) receipt Persons, stating the nature and basis of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “such Third Party Claim”), and the Indemnified Party shall give amount thereof to the Indemnifying Party written notice thereof. The failure extent known; provided, however, that no delay on the part of the Indemnified Party to give notice as provided Persons in this Section 6.07 notifying any Indemnifying Persons shall not relieve the Indemnifying Party of its obligations under this Agreement, except Persons from any Liability or obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party Person thereby is materially prejudiced by the delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such failure Third Party Claim, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument or other documents received and the Indemnified Person shall otherwise make available to give notice. Within thirty (30) days after receipt the Indemnifying Person all relevant information material to the defense of such notice, claim and within such Indemnified Person's possession. (b) The Indemnifying Persons shall have the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortheir own counsel, the Indemnifying Party which counsel shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyPersons; provided provided, however, that the Indemnified Party Indemnifying Persons shall not have the right to participate in such proceedings and to be represented by attorneys assume the defense of its own choosing at any Third Party Claim upon receipt of a written notice from an Indemnified Person that: (i) the Indemnified Party’s sole cost Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons and expense. representation of both parties by the same counsel would be inappropriate due to the actual or potential differences between them, (ii) such action could have a material effect on the business, operations, assets, properties, prospects or relationships of the Indemnified Persons, or (iii) the Indemnifying Persons shall not have assumed the defense of the Third Party Claim in a timely fashion such that the Indemnified Person has suffered material prejudice. (c) If the Indemnifying Party assumes Persons shall assume the defense of a Third Party Claim, the Indemnifying Persons shall not be responsible for any legal or other defense costs subsequently incurred by the Indemnified Persons in connection with the defense thereof. If the Indemnifying Persons do not assume the defense of any Third Party may Claim, or are otherwise restricted from so assuming by the proviso to the first sentence of Section 10.3(b), the Indemnifying Persons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense. If the defense of a Third Party Claim is assumed by the Indemnified Persons, the Indemnified Persons shall not be entitled to settle or compromise the claim such Third Party Claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. . (d) If the Indemnifying Party does not Persons assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIClaim, (i) the Indemnified Party may require Persons shall be entitled to participate in such defense with their own counsel at their own expense and (ii) the Indemnifying Party to reimburse it on a current basis for its reasonable expenses Persons shall not make any settlement of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and any claims without the Indemnifying Party shall be bound by the result obtained with respect thereto by written consent of the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consentPersons, which consent shall not be unreasonably withheld or delayed. . (e) The Indemnifying Person may assume and control, or bear the costs, of any defense of a Third Party shall pay Claim, subject to its reservation of a right to contest the Indemnified Party in cash Person's right to indemnification hereunder, provided that the amount for which Indemnifying Person gives the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution Person notice of such reservation within fifteen (15) days of the date of the written notice of the Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionClaim.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt Any Person making a claim for indemnification under Section 7.02 or Section 7.03 (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing promptly after receiving notice of any Proceeding, demand or other claim against the commencement Indemnitee (if by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Partyparty, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), describing the Indemnified Party shall give claim, the Indemnifying Party amount thereof (if known and quantifiable) and the basis thereof in reasonable detail (such written notice thereof. The notice, an “Indemnification Notice”); provided that the failure of the Indemnified Party to give notice as provided in this Section 6.07 so notify an Indemnitor shall not relieve the Indemnifying Party Indemnitor of its obligations under this Agreement, hereunder except to the extent that (and only to the Indemnifying Party is materially prejudiced by extent that) such failure shall have caused the Losses for which the Indemnitor is obligated to give noticebe greater than such Losses would have been had the Indemnitee given the Indemnitor prompt notice hereunder. Within Any Indemnitor shall be entitled to participate in the defense of a Third Party Claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (but subject to Section 7.05(b) in the case of Excluded Claims) shall be entitled to assume the defense thereof within thirty (30) days after its receipt of notice of a Third Party Claim from the Indemnitee (or sooner, if the nature of the Third Party Claim so requires) by notifying the Indemnitee in writing within such notice, the Indemnifying Party shall, thirty (30) day period of such election and by giving written notice thereof appointing a reputable counsel reasonably acceptable to the Indemnified Party, (a) acknowledge, as between Indemnitee to be the parties hereto, liability for, and at its option elect lead counsel in connection with such defense; provided that the Indemnitee shall be entitled to assume participate in the defense of such Third Party Claim at and to employ counsel of its sole cost choice for such purpose; provided, however, that the fees and expense Expenses of such separate counsel shall be borne by the Indemnitee and shall not be recoverable from such Indemnitor under this Article VII unless (i) the Indemnitee is requested by the Indemnitor to so participate or (bii) object in the reasonable opinion of counsel to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability Indemnitee, a conflict or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as potential conflict exists between the parties hereto, its liability to Indemnitee and the Indemnified Party for Indemnitor that would make such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expenseseparate representation advisable. If the Indemnifying Party assumes Indemnitor shall control the defense of a any such Third Party Claim, the Indemnifying Indemnitor shall only be entitled to settle such Third Party may settle or compromise Claim if (i) the claim without Indemnitor obtains the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, Indemnitee (which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense withheld) before entering into any settlement of a Third Party Claim for which it has acknowledged liability for and (ii) such settlement expressly and unconditionally releases the Indemnitee from all liabilities and obligations with respect to such claim. If the Indemnitor assumes such defense, (i) the Indemnitor shall acknowledge the Indemnitor’s indemnification under Article VI, the Indemnified Party may require the Indemnifying Party obligations hereunder with respect to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and shall not thereafter contest the Indemnifying Indemnitor’s obligation to indemnify the Indemnitee for all Losses resulting therefrom, (ii) the Indemnitor shall not thereafter cease to defend such Third Party shall be bound by Claim and (iii) the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party Indemnitor shall not be liable for any amount required to be paid by the Indemnitee that exceeds, where the Indemnitee has unreasonably withheld or delayed consent in connection with the proposed compromise or settlement effected of such Third Party Claim, the amount for which that Third Party Claim could have been settled pursuant to that proposed compromise or settlement. In all cases, the Indemnitee shall provide its reasonable cooperation with the Indemnitor in defense of Third Party Claims, including by making employees, information and documentation reasonably available. If the Indemnitor shall not assume the defense of any such Third Party Claim, the Indemnitee may defend against such matter as it deems appropriate and the Indemnitor shall reimburse the Indemnitee for all reasonable and documented Expenses of defending such Third Party Claim upon submission of periodic bills; provided the Indemnitee shall not settle any such matter without its consent, the written consent of the Indemnitor (which consent shall not be unreasonably withheld withheld); provided, further, that notwithstanding the foregoing proviso, if such Third Party Claim would reasonably be expected to result in the Buyer Indemnified Parties incurring, accruing or delayedsuffering Losses, which taken together with all other Losses of the Buyer Indemnified Parties for which Seller has indemnified the Buyer Indemnified Parties, that exceed the Cap, the Indemnitee may settle any such matter without the written consent of the Indemnitor, and such settlement shall not be determinative of the Indemnitor’s indemnification obligations hereunder with respect to such Third Party Claim or the amount of Losses relating to such Third Party Claim. The Indemnifying Party In the event that the Indemnitor has consented to any such settlement, the Indemnitor shall pay have no power or authority to object under any provision of this Article VII to the Indemnified amount of any Losses reasonably claimed by the Indemnitee with respect to such settlement. If there is a Third Party Claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts incurred or accrued by the Indemnitee in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution defense of such Third Party Claim Claim, regardless of the outcome of such claim, shall be deemed Losses hereunder. (whether by b) Notwithstanding the final nonappealable judgment of foregoing, if a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as involves a claim (A) seeking injunctive relief with respect to the operation of the business of the Company and its Subsidiaries, (B) seeking to impose criminal (other than misdemeanors) fines, penalties or sanctions or (C) by a current material customer or supplier of the Company and its Subsidiaries (each such Third Party Claim, an “Excluded Claim”), then the Indemnitee shall, upon written notice to the Indemnitor at the time notice of such Excluded Claim is first given to the Indemnitor, have the right to elect to either (x) assume the defense of such Excluded Claim, in which case, such Excluded Claim shall be subject to this paragraph (b), or (y) submit such Excluded Claim to the Indemnifying Indemnitor pursuant to paragraph (a) above, in which case the procedures in paragraph (a) above shall apply and such Third Party Claim shall thereafter no longer constitute an Excluded Claim. If the Indemnitee elects to assume the defense of an Excluded Claim, the Indemnitee shall, at its own expense, be permitted to defend against, negotiate, settle or otherwise deal with such Excluded Claim and shall not be obligated to seek the Indemnitor’s consent to any settlement; provided, that if the Indemnitee shall settle any such Excluded Claim without the written consent of the Indemnitor (which consent shall not unreasonably be withheld), such settlement shall not be determinative of the amount of Losses relating to such Third Party Claim. In the event that the Indemnitor has not acknowledged liability, within 15 days after consented to any such Indemnifying Party’s objection has been resolved by settlement, compromise the Indemnitor shall have no power or authority to object under any provision of this Article VII to the amount of any Losses reasonably claimed by the Indemnitee with respect to such settlement. The Indemnitor shall be permitted, at its own expense, to participate in the defense of such Excluded Claim. Upon a final nonappealable judgment determination of a court such Excluded Claim, the Indemnitee shall be permitted to proceed directly against the Indemnitor for the amount of competent jurisdictionLosses incurred by reason of such Excluded Claim pursuant to paragraph (a) above.

Notice and Defense of Third Party Claims. Promptly following Any Buyer Party making a claim for indemnification under Section 10.2 shall notify the earlier Company of (a) receipt of the claim in writing promptly after receiving written notice of the commencement any action, lawsuit, proceeding, investigation or other claim against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging describing the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”)claim, the Indemnified Party shall give amount thereof and the Indemnifying Party written notice basis thereof. The ; provided, however, that the failure of to so notify the Indemnified Party to give notice as provided in this Section 6.07 Company shall not relieve the Indemnifying Party Company of its obligations under this Agreement, hereunder except to the extent that the Indemnifying Party Company is materially actually prejudiced by thereby (except that such failure to give notice. Within thirty Notice of Claim must in any event be delivered not more than sixty (3060) days after receipt the Interim Determination Date). With respect to any third party claim, the Company shall be entitled to assume control of the defense of such noticeaction, the Indemnifying Party shalllawsuit, by proceeding, investigation or other claim giving written notice thereof rise to the Indemnified a Buyer Party, (a) acknowledge, as between the parties hereto, liability for, 's claim for indemnification at and at its option elect (subject to assume the limitations set forth below) shall be entitled to appoint a nationally recognized and reputable counsel to be the lead counsel in connection with such defense; provided, however, that (a) such Buyer Party shall be entitled to participate in the defense of such Third Party Claim claim and to employ counsel of its choice for such purpose, at its sole cost and expense or expense; (b) object the Company shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Buyer Party if (i) the claim of for indemnification set forth relates to or arises in the notice delivered connection with any criminal proceeding, action, indictment, allegation or investigation, or (ii) upon petition by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforBuyer Party, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided appropriate court rules that the Indemnified Party Company or the Stockholder Representative (as applicable) failed or is failing to vigorously prosecute or defend such claim; and (c) the Company shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without obtain the prior written consent of the Indemnified Buyer Party if such settlement or compromise is solely for monetary damages for (which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld) before entering into any settlement of a claim or delayed. If ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed against the Indemnifying Buyer Party or if such settlement does not assume expressly and unconditionally release the defense of a Third Buyer Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees from all liabilities and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained obligations with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected to such claim, without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionprejudice.

Notice and Defense of Third Party Claims. If a claim for indemnification hereunder arises from a claim or demand from a third party, the rights of the indemnified parties to be indemnified pursuant to this Agreement and any Schedule shall be governed by the following: (1) Promptly following the earlier of (a) after receipt by an indemnified party of notice of the commencement by a third party of any Action against claim, allegation or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of facts which may result in a claim against for indemnification hereunder, an Indemnified Party, indemnified party shall give the indemnifying party prompt notice thereof. The failure to give such notice shall not affect the indemnified party's ability to seek reimbursement unless such failure has materially and adversely affected the indemnifying party's ability to defend the claims. (2) An indemnified party shall have the right (i) to employ separate counsel in either case, with respect any action as to which indemnification may be sought pursuant to under any provision of this Agreement and to participate in the defense thereof, or (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except ii) to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticeit may wish, the Indemnifying Party shalljointly with any other indemnified party, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of any such Third Party Claim at its sole cost and expense or (b) object action with counsel reasonably satisfactory to the claim indemnifying party but the fees and expenses of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party counsel shall be deemed at the expense of such indemnified party unless (x) the indemnifying party has agreed in writing to have acknowledgedpay such fees and expenses, as between (y) the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party indemnifying party has elected failed to assume the defense thereof without reservation and employ counsel within a reasonable period of time after being given the notice required above, and as a consequence thereof the indemnified party has employed separate counsel to protect its rights, or (z) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party and such indemnified party shall be conducted have been advised by attorneys employed its counsel that representation of such indemnified party and the indemnifying party by the Indemnifying Party and reasonably satisfactory same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to the Indemnified Party; provided actual or potential differing interests between them. It is understood, however, that the Indemnified Party shall have indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent same jurisdiction arising out of the Indemnified Party if such settlement same general allegations or compromise is solely circumstances, be liable for monetary damages for which the Indemnifying Party shall be responsible for; reasonable fees and expenses of only one separate firm of attorneys (in all other events, the Indemnifying Party may not agree addition to any settlement local counsel) at any time for all such indemnified parties having actual or compromise without potential differing interest with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party indemnifying party. (3) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, which consent shall not be unreasonably withheld withheld, but if settled with such written consent, or delayed. The Indemnifying Party shall pay if there be a final judgment against any indemnified party in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified parties to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution extent provided above from and against any loss, claim, damage, liability or expense by reason of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction settlement or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionjudgment.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third The party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which seeking indemnification may be sought pursuant to this Agreement Section 10 (a “Third Party the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") upon becoming aware of any subject claim, demand, suit, action or proceeding ("Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure Failure of the Indemnified Party to give notice as provided in this Section 6.07 promptly notify the Indemnifying Party of any such Claim shall not only relieve the Indemnifying Party of its obligations under this Agreement, except hereunder to the extent that such Indemnifying Party is actually prejudiced by such failure. If the Indemnifying Party is materially prejudiced by such failure fails to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, undertake and at its option elect to assume continue the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforClaim, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right (but not the obligation) to participate in make and continue such proceedings defense as it considers appropriate, and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost expenses and expense. If the Indemnifying Party assumes the defense of a Third Party Claimcosts thereof, the Indemnifying Party may settle or compromise the claim including without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other eventslimitation, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Partyattorneys' fees, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by costs of an appeal and bond thereof, together with the result obtained with respect thereto by amounts of any judgment rendered against the Indemnified Party; provided that , shall be paid by the Indemnifying Party. The Indemnified Party shall provide the Indemnifying Party, at the Indemnifying Party's expense, all reasonable assistance in connection with the Indemnifying Party's defense of any Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld withheld, but if settled with such written consent, or delayed. The Indemnifying Party shall pay to the if there be a final judgment against any Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of any such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise)Claim, or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionagrees to indemnify and hold harmless any Indemnified Party as provided above.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of Parent shall give written notice as promptly as is reasonably practicable to Holdings of the commencement by a third party assertion of any Action against claim, or otherwise involving the commencement of any Indemnified Party suit, action or (b) receipt proceeding, by any person or entity not a party hereto in respect of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification indemnity may be sought pursuant to under Article VII of this Agreement (a “"Third Party 44 51 Claim”"), ; provided that the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party Parent to promptly give such notice as provided in this Section 6.07 shall not relieve the Indemnifying Party Holdings of its obligations under this Agreement, except to the extent (if any) that Holdings shall have been prejudiced thereby. If Parent does not promptly elect to defend or contest the Indemnifying Third Party is materially prejudiced by Claim, then Holdings, at its sole option (i) shall be free to assume and control the prosecution or defense of any such failure Third Party Claim in a reasonable manner, (ii) may take all reasonably necessary steps to give notice. Within thirty contest the Third Party Claim or to prosecute such Third Party Claim to conclusion or settlement satisfactory to Holdings, (30iii) days after receipt shall notify Parent of the progress of any such Third Party Claim, (iv) shall permit Parent, at the sole cost of such noticeParent, to participate in such prosecution or defense, and (v) shall provide Parent with reasonable access to all relevant information and documentation relating to the Third Party Claim and Holdings' prosecution or defense thereof. In any case, the Indemnifying party not in control of the defense or prosecution of the Third Party shall, by giving written notice thereof to Claim shall cooperate with the Indemnified Party, (a) acknowledge, as between other party in the parties hereto, liability for, and at its option elect to assume conduct of the prosecution or defense of such Third Party Claim at Claim. If, however, Parent reasonably determines in its sole cost judgment that representation by Holdings' counsel of both Holdings and expense Parent would present such counsel with a conflict of interest, then Parent may employ separate counsel to represent or (b) object defend it in any such claim, action, suit or proceeding and Holdings shall pay the fees and disbursements of such separate counsel. Whether or not Holdings chooses to defend or prosecute any such claim, suit, action or proceeding, all of the claim of indemnification set forth parties hereto shall cooperate in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionprosecution thereof.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt 11 of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.within

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If an Indemnified Party seeks indemnification under this Article 10 with respect to any Proceeding or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), the such Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice thereof. The of such Third-Party Claim; provided, however, that any failure of to so notify or any delay in notifying the Indemnified Indemnifying Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementhereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by that, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle 10, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control of such defense shall be conducted by attorneys employed by the Indemnifying Party and appoint lead counsel reasonably satisfactory acceptable to the Indemnified Party; provided provided, however, that as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first notify the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim in accordance with the terms of this Agreement (including the limitations set forth in Sections 10.1 and 10.2). Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue control of the defense of any Third-Party Claim if such Third-Party Claim (I) seeks non-monetary relief, (II) involves criminal or quasi-criminal allegations or regulatory matters, (III) involves a claim that, if adversely determined, would be reasonably expected, in the good faith judgment of the Indemnified Party, to establish a precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Business, (IV) seeks Losses in excess of the amount of the Cap, (V) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party has failed or is failing to vigorously prosecute or defend, or (VI) results in, or could reasonably be expected to result in, under applicable standards of professional conduct, a conflict of interest between the Indemnifying Party and the Indemnified Party in respect of such Third-Party Claim (each of the foregoing, an “Exception Claim”). (b) In the event that (i) the Indemnifying Party does not or fails to elect to assume control of the defense of any Third-Party Claim in the manner set forth in Section 10.3(a) or (ii) such Third-Party Claim is, or at any time becomes, an Exception Claim, the Indemnified Party may defend against, and may consent to the entry of any judgment or enter into any settlement with respect to, such Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and the fees and disbursements of the Indemnified Party’s counsel shall be at the expense of the Indemnifying Party. (c) If the Indemnifying Party is controlling the defense of any Third-Party Claim in accordance with Section 10.3(a), the Indemnified Party shall have the right to participate in the defense of such proceedings Third-Party Claim with counsel selected by it, subject to the Indemnifying Party’s right to control the defense thereof, and to the fees and disbursements of such counsel shall be represented by attorneys at the expense of its own choosing at the Indemnified Party’s sole cost and expense. If ; provided, that if (i) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) under applicable standards of professional conduct, a conflict of interest exists between the Indemnifying Party assumes and the defense Indemnified Party in respect of a Third such Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which then the Indemnifying Party shall be responsible for; in all other events, for the fees and expenses of counsel to the Indemnified Party. The Indemnifying Party may will not agree consent to the entry of any judgment or enter into any settlement with respect to, or compromise cease to defend, such Third-Party Claim without the prior written consent of the Indemnified Party, . (d) Irrespective of which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume controls the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable outany Third-of-pocket expenses incurred in defending against such Third Party Claim, the other Parties will, and will cause their respective Affiliates to, reasonably cooperate with the Indemnifying controlling Party shall be bound in such defense and make available to the controlling Party all witnesses, pertinent records, materials and information in such non-controlling Parties’ possession or under its control relating thereto as is reasonably required by the result obtained with respect thereto by the Indemnified controlling Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Parties agree that all communications between any Party shall pay and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to extent possible, be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim made so as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise preserve any applicable attorney-client or the final nonappealable judgment of a court of competent jurisdictionwork-product privilege.

Notice and Defense of Third Party Claims. Promptly following Any Person making a claim for indemnification under Section 9.02 or Section 9.03 (an “Indemnitee”) shall notify the earlier indemnifying party (an “Indemnitor”) of (a) receipt of the claim in writing promptly after receiving notice of any action, lawsuit, proceeding, investigation, demand or other claim against the commencement Indemnitee (if by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Partyparty, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), describing the Indemnified Party shall give claim, the Indemnifying Party amount thereof (if known and quantifiable) and the basis thereof in reasonable detail (such written notice thereof. The notice, an “Indemnification Notice”); provided that the failure of the Indemnified Party to give notice as provided in this Section 6.07 so notify an Indemnitor shall not relieve the Indemnifying Party Indemnitor of its obligations under this Agreement, hereunder except to the extent that (and only to the Indemnifying Party extent that) the Indemnitee is materially prejudiced by such failure thereby. Any Indemnitor shall be entitled to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume participate in the defense of such Third Party Claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party option shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected entitled to assume the defense shall be conducted thereof by attorneys employed by the Indemnifying Party and appointing a reputable counsel reasonably satisfactory acceptable to the Indemnified PartyIndemnitee to be the lead counsel in connection with such defense; provided that the Indemnified Party Indemnitee shall have the right be entitled to participate in the defense of such proceedings Third Party Claim and to be represented by attorneys employ counsel of its own choosing at choice for such purpose; provided, however, that the Indemnified Party’s sole cost fees and expenseexpenses of such separate counsel shall be borne by the Indemnitee and shall not be recoverable from such Indemnitor under this Article IX. If the Indemnifying Party assumes Indemnitor shall control the defense of a any such Third Party Claim, the Indemnifying Indemnitor shall be entitled to settle such Third Party may settle or compromise Claim; provided that the claim without Indemnitor shall obtain the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, Indemnitee (which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense withheld) before entering into any settlement of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party or ceasing to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against defend such Third Party ClaimClaim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release the Indemnifying Party shall be bound by the result obtained Indemnitee from all liabilities and obligations with respect thereto by to such claim. If the Indemnified Party; provided that Indemnitor assumes such defense, the Indemnifying Party Indemnitor shall not be liable for any amount required to be paid by the Indemnitee that exceeds, where the Indemnitee has unreasonably withheld or delayed consent in connection with the proposed compromise or settlement effected of such Third Party Claim, the amount for which that Third Party Claim could have been settled pursuant to that proposed compromise or settlement. In all cases, the Indemnitee shall provide its reasonable cooperation with the Indemnitor in defense of Third Party Claims, including by making employees, information and documentation reasonably available. If the Indemnitor shall not assume the defense of any such Third Party Claim, the Indemnitee may defend against such matter as it deems appropriate; provided that the Indemnitee may not settle any such matter without its consent, the written consent of the Indemnitor (which consent shall not be unreasonably withheld withheld) if the Indemnitee is seeking or delayed. The Indemnifying Party shall pay will seek indemnification hereunder with respect to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionmatter.

Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does not -------- within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall -------- have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not -------- agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement -------- effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following ---------------------------------------- the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “"Third Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, shall by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 5.02 setting forth the grounds therefor; provided that if the Indemnifying Party does -------- not within the same thirty (30) 30 day period give the Indemnified Party written notice acknowledging liability and electing to assume the defense or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall -------- have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party if may not -------- agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIIV, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement -------- effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If any Proceeding ---------------------------------------- shall be brought or asserted by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, Party in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement (a “Third Party Claim”)Article from an Indemnifying Party, the Indemnified Party shall give prompt written notice of such Proceeding to the Indemnifying Party written notice who shall assume the defense thereof. The failure , including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable expenses; provided, that any delay or failure so to give notice as provided in this Section 6.07 notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Party be required to make any expenditure or bring any cause of action to enforce the Indemnifying Party's obligations and liability under and pursuant to the indemnifications set forth in this Article. The Indemnified Party shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate, in which case the cost of such additional counsel shall be at the expense of the Indemnifying Party. The Indemnified Party's right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its obligations under this Agreement, except to Article. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) Party, within 10 business days after receipt notice of any such noticeProceeding, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect fails to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforthereof, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in undertake the defense, compromise or settlement of such proceedings Proceeding for the account of and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If expense of the Indemnifying Party assumes Party. Anything in this Article to the defense of a Third Party Claimcontrary notwithstanding, the Indemnifying Party may settle or compromise the claim shall not, without the Indemnified Party's prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld withheld), settle or delayed. If compromise any Proceeding or consent to the Indemnifying Party entry of any judgment with respect to any Proceeding unless (i) the terms of such compromise or settlement require no more than the payment of money (i.e., such compromise or settlement does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, require the Indemnified Party may require to admit any wrongdoing or take or refrain from taking any action), (ii) the full amount of such monetary compromise or settlement will be paid by the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party ClaimParty, and (iii) the Indemnifying Indemnified Party shall be bound by receives as part of such settlement a legal, binding and enforceable unconditional satisfaction and/or release, in form and substance reasonably satisfactory to it, provided that such third-party claim and any claimed liability of the result obtained Indemnified Party with respect thereto is being fully satisfied by reason of such compromise. Notwithstanding the Indemnified Party; provided that the Indemnifying Party foregoing provisions of this Section 6.4, this Section 6.4 ----------- ----------- shall not be liable for apply to any settlement effected without its consent, which consent shall not be unreasonably withheld Proceeding brought or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount asserted by a third party for which the Indemnified Party is Purchaser or the Company shall be entitled to indemnification under Section ------- 6.1(c) or Section 6.1(d) which shall be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether governed solely by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.Section 6.5. ------ -------------- -----------

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article V of this Agreement (a “Third "Third-Party --------- Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.5 shall not relieve the Indemnifying Party of its ----------- obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that 12 effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.5; provided provided, that if the Indemnifying Party does not ----------- within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of claim or Liability by third parties other than in respect of Tax Claims (each, a "Third Party Claim") shall be subject to the following the earlier of terms and conditions: (a) receipt The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of notice any Third Party Claim which might give rise to any Loss by the Indemnified Persons, stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known; provided, however, that no delay on the part of the commencement Indemnified Persons in notifying any Indemnifying Persons shall relieve the Indemnifying Persons from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Person thereby is materially and irrevocably prejudiced by a third party the delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including any Action against summons, complaint or otherwise involving other pleading which may have been served, any Indemnified Party written demand or any other document or instrument. (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give If the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided Persons shall acknowledge in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof a writing delivered to the Indemnified PartyPersons that such Third Party Claim is properly subject to their indemnification obligations hereunder, (a) acknowledge, as between then the parties hereto, liability for, and at its option elect Indemnifying Persons shall have the right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense by their own counsel, which counsel shall be reasonably satisfactory to the Indemnified Persons; provided, however, that the Indemnifying Persons shall not have the right to assume the defense of any Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, or (bii) object to the claim Indemnifying Persons shall not have assumed the defense of indemnification set forth the Third Party Claim in a timely fashion. (c) If the notice delivered by Indemnifying Persons shall assume the Indemnified defense of a Third Party pursuant Claim (under circumstances in which the proviso to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does 7.3(b) is not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforapplicable), the Indemnifying Party Persons shall not be deemed to have acknowledged, as between the parties hereto, its liability to responsible for any legal or other defense costs subsequently incurred by the Indemnified Party for such Third Party ClaimPersons in connection with the defense thereof. Any contest If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim as by giving the written acknowledgment referred to which in Section 7.3(b), or are otherwise restricted from so assuming by the proviso to the first sentence of Section 7.3(b), the Indemnifying Party has elected to assume the defense Persons shall nevertheless be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right entitled to participate in such proceedings defense with their own counsel and to be represented by attorneys of its at their own choosing at the Indemnified Party’s sole cost and expense. If the defense of a Third Party Claim is assumed by the Indemnified Persons, the Indemnified Persons shall not be entitled to settle such Third Party Claim without the prior written consent of the Indemnifying Party assumes Persons, which shall not be unreasonably withheld. (d) If the Indemnifying Persons exercise their right to assume the defense of a Third Party Claim, (i) the Indemnified Persons shall be entitled to participate in such defense with their own counsel at their own expense and (ii) the Indemnifying Party may settle or compromise the claim Persons shall not make any settlement of any claims without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. Promptly following the earlier The duties, Liabilities and obligations of Sellers or Buyer with an indemnification obligation under this Agreement (aas applicable, an “Indemnifying Person”) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to Losses resulting from the assertion of Liability by third parties, including any assertion by a Governmental Authority or commencement of a Legal Proceeding which indemnification may be sought pursuant lead to this Agreement such an assertion (each, a “Third Third-Party Claim”), will be subject to the following provisions: (a) The Sellers or Buyer to whom the indemnification obligation is owed (as applicable, an “Indemnified Person”) promptly will give written notice to the Indemnifying Person of any Third-Party Claim that might give rise to any Loss by the Indemnified Person, stating the basis and nature of such Third-Party shall give Claim in reasonable detail, and the Indemnifying Party written notice thereof. The failure amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Party to give notice as provided Person in this Section 6.07 shall not notifying any Indemnifying Person will relieve the Indemnifying Party of its obligations under this AgreementPerson from any duty, except Liability or obligation hereunder unless (and then solely to the extent that that) the Indemnifying Party Person thereby is materially prejudiced by the delay. Such written notice will be accompanied by copies of all relevant documentation with respect to such failure to give notice. Within thirty Third-Party Claim, including any complaint, summons or other pleading that may have been served, any written demand or any other document or instrument. (30b) days after receipt of such notice, If Buyer is the Indemnifying Party shallPerson, by giving written notice thereof to it will have the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such Third any Third-Party Claim at its sole cost own expense and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforits own counsel, the Indemnifying Party shall which counsel will be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that Person. If Buyer exercises its right to assume the defense of a Third-Party Claim pursuant to the provisions contained in this Section 7.3, (i) Buyer will not be responsible for any legal or other defense costs, expenses and fees subsequently incurred by the Indemnified Party shall have Person in connection with the right defense thereof, (ii) the Indemnified Person will be entitled to participate in such proceedings and to be represented by attorneys of defense with its own choosing counsel at the Indemnified Party’s sole cost its own expense and expense. If the Indemnifying Party assumes the defense (iii) Buyer will not make any settlement of a Third Party Claim, the Indemnifying Party may settle or compromise the claim any claims without the prior written consent of the Indemnified Party if Person, which consent will not be unreasonably conditioned, delayed or withheld, unless such settlement or compromise is solely for (A) fully releases the Indemnified Person and (B) involves only the payment of monetary damages for which the Indemnifying Party shall Indemnified Person would be responsible for; in all other events, the Indemnifying Party may not agree entitled to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, this ARTICLE 7 for the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the full amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionLosses.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If either Party seeks Indemnification under this Section 9.7 with respect to any Proceeding or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), the Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice of such Third-Party Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof. The failure , together with a copy of the Indemnified Third-Party Claim; provided that any failure to give notice as provided so notify or any delay in this Section 6.07 notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party pursuant to the first sentence of Indemnification under this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI9.7, the Indemnified Party may require defend against, and with the written consent of the Indemnifying Party, which consent may not be unreasonably withheld, delayed or conditioned, may consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party to reimburse Claim in any manner it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claimmay deem appropriate, and the Indemnifying Party shall be bound by the result obtained with respect thereto by fees and disbursements of the Indemnified Party; provided that ’s counsel shall be at the expense of the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.Party.‌

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a Party seeks indemnification under this Section 12 with respect to any Proceeding brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor12, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party for shall not have the right to assume control of such Third Party Claim. Any contest of a Third defense if the Third-Party Claim as to which the Indemnifying Party has elected seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations, (C) involves a claim which, if adversely, determined, would be reasonably expected to establish a precedent, custom or practice adverse to the defense shall be conducted by attorneys employed by continuing business interests or prospects of the Indemnified Party, (D) seeks Losses in excess of the Cap or (E) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend (each of the foregoing, an “Exception Claim”). (b) In the event that (i) the Indemnifying Party fails to elect to assume control of the defense of any Third-Party Claim in the manner set forth in Section 12.5(a) or such Third-Party Claim is or at any time becomes an Exception Claim, the Indemnified Party may defend against, and reasonably satisfactory consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party; provided that Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith). (c) If the Indemnifying Party is controlling the defense of any Third-Party Claim in accordance with Section 12.5(a), (i) the Indemnified Party shall nonetheless have the right to participate in the defense of such proceedings and Third-Party Claim giving rise to be represented by attorneys of its own choosing the Indemnified Party’s claim for indemnification at the Indemnified Indemnifying Party’s sole cost and expense. If , (ii) the Indemnifying Party assumes will not consent to the defense entry of a Third any judgment or enter into any settlement with respect to or cease to defend such Third-Party Claim, the Indemnifying Party may settle or compromise the claim Claim without the prior written consent of the Indemnified Party if (which consent shall not be withheld unreasonably); provided that the Indemnified Party shall have no obligation of any kind to consent to the entrance of any judgment or into any settlement unless such judgment or settlement or compromise (A) is solely for monetary only money damages for , the full amount of which shall be paid by the Indemnifying Party, (B) includes, as a condition thereof, an express, unconditional release of the Indemnified Party shall from any liability or obligation with respect to such Third-Party Claim and (C) would be responsible for; reasonably expected , in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent good faith judgment of the Indemnified Party, to establish a precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party. (d) Irrespective of which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume controls the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable outany Third-of-pocket expenses incurred in defending against such Third Party Claim, the other Parties will, and will cause any non-party Affiliate to, cooperate with the Indemnifying Party shall be bound controlling party in such defense and make available to the controlling party all witnesses, pertinent records, materials and information in such non-controlling party’s possession or under its control relating thereto as is reasonably required by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedcontrolling party. The Indemnifying Parties agree that all communications between any party and counsel responsible for or participating in the defense of any Third-Party shall pay Claim shall, to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to extent possible, be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim made so as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise preserve any applicable attorney-client or the final nonappealable judgment of a court of competent jurisdictionwork-product privilege.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement With respect to each claim by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against which could give rise to an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to obligation under this Agreement Article 11 (a “"Third Party Claim”"), the Indemnified Party shall give prompt notice to the Indemnifying Party written notice thereof. The failure of the Indemnified Third Party Claim; provided, however, that failure to give such notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, any liability or obligation hereunder except to the extent that the of any Damages or liabilities caused by or arising out of such failure. The Indemnifying Party is materially prejudiced by such failure may, at its sole cost and expense, upon notice to give notice. Within the Indemnified Party within thirty (30) days after receipt of such notice, the Indemnifying Party shallreceives notice of the Third Party Claim, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such the Third Party Claim at Claim, with counsel of its sole cost choice. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (a) (i) the settlement or judgment is solely for money damages, (ii) the settlement or judgment does not seek an injunction or other equitable relief and expense (iii) there is no finding or admission of any violation of Law or any violation of the rights of any Person, or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate consents in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Partywriting thereto, which consent shall not be unreasonably withheld withheld. The Indemnifying Party shall provide the Indemnified Party with fifteen (15) days prior notice before it consents to a settlement of, or delayedthe entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. The parties shall cooperate in the defense of any Third Party Claim. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIany such claim or proceeding resulting therefrom in accordance with the terms hereof, the Indemnified Party may require defend such claim or proceeding in a reasonable manner, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate after giving fifteen (15) days' notice of the same to the Indemnifying Party to reimburse it on a current basis for its reasonable expenses and obtaining the written consent of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party party who has assumed the defense of any such claim or proceeding shall pay keep the other party reasonably informed, in writing, as to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution defense of any such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, matter hereunder. All parties hereto will cooperate in the case defense or prosecution of any Third Party Claim claims involving a third party and will furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionmay be reasonably requested in connection therewith.

Notice and Defense of Third Party Claims. Promptly following the earlier of (ai) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 15 days after receipt of such notice, the Indemnifying Party shall, may (i) by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, acknowledge liability for, for such indemnification claim and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor4.05; provided that if the Indemnifying Party does not within the same thirty (30) such 15-day period give the Indemnified Party written notice acknowledging liability or objecting to such indemnification claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimindemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third Party Claim without the prior written consent of the Indemnified Party if so long as such settlement includes an unconditional release of the Indemnified Party from all claims that are the subject of such Third Party Claim, provided that the Indemnifying Party may not agree to any such settlement pursuant to which any remedy or compromise is solely for relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventshereunder, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) hereunder within 15 days after the final resolution of such Third Party Claim (whether by has been Finally Determined, in the final nonappealable judgment case of a court of competent jurisdiction or otherwise), an indemnity claim as to which the Indemnifying Party has acknowledged liability or, in the case of any Third Party Claim indemnity claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection to liability hereunder has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following The obligations and Liabilities of an Indemnifying Person with respect to Losses resulting from the earlier assertion of (a) receipt of notice of the commencement Liability by a third party (other than Seller, Buyer or any of any Action their respective Affiliates) against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified PartyPerson (each, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), ) shall be subject to the terms and conditions set forth below. (a) The Indemnified Persons shall give prompt written notice to the Indemnifying Persons of any Third Party Claim which might give rise to any Loss by the Indemnified Persons, stating the nature and basis of such Third Party shall give Claim, and the Indemnifying Party written notice thereof. The failure amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Party to give notice as provided Persons in this Section 6.07 notifying the Indemnifying Persons shall not relieve the Indemnifying Party of its obligations under this AgreementPersons from any Liability hereunder, except unless (and then solely to the extent extent) such Indemnifying Persons are prejudiced or damaged in any manner by such delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim. (b) If the Indemnifying Persons acknowledges, in a writing delivered to the Indemnified Persons, that the Indemnifying Persons are obligated to indemnify, defend and hold harmless the Indemnified Persons under the terms of their indemnification obligations hereunder in connection with a particular Third Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such noticeClaim, then the Indemnifying Party shall, by giving written notice thereof to Persons shall have the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such Third Party Claim at its sole cost their own expense and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortheir own counsel, the Indemnifying Party which counsel shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyPersons; provided provided, however, that the Indemnifying Persons shall not have the right, without the express written consent of the Indemnified Persons, to assume the defense of such Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the claim seeks only an injunction or other equitable relief; (ii) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are materially different from or in addition to those available to the right to participate Indemnifying Persons, and, in such proceedings and to be represented by attorneys the reasonable opinion of its own choosing at the Indemnified PartyPersons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests are in conflict with those of the Indemnifying Persons; (iii) such action or Action involves, or could have a material effect on, any claim for Losses, which is reasonably likely to exceed the Indemnifying Person’s sole cost and expense. aggregate liability hereunder; or (iv) the Indemnifying Persons shall not have assumed the defense of such Third Party Claim in a timely fashion. (c) If the Indemnifying Party assumes Persons elect to assume the defense of a any such Third Party Claim, the Indemnifying Persons shall consult with the Indemnified Persons and the Indemnified Persons may participate in such defense, but in such case the expenses of the Indemnified Persons shall be paid by the Indemnified Persons. If the Indemnifying Persons fail to defend a Third Party Claim, are otherwise restricted from so defending, or if, after commencing or undertaking any such defense, the Indemnifying Persons fail to prosecute or withdraw from such defense, the Indemnified Persons shall have the right to undertake the defense or settlement thereof, at the Indemnifying Persons’ expense. If the Indemnified Persons assume the defense of any such Third Party Claim in accordance with the terms hereof and propose to settle such Third Party Claim prior to a final judgment thereon, then the Indemnified Persons shall give the Indemnifying Persons prompt written notice thereof, and the Indemnified Persons may not settle or compromise the claim such Third Party Claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. . (d) If the Indemnifying Party does not Persons exercise their right to assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIClaim, they shall not make any settlement of any claims without the written consent of the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consentPersons, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted against an indemnified party ("Indemnified Party, ") in either case, with respect to of which indemnification indemnity for Indemnified Amounts may be sought pursuant to under this Agreement Article from an indemnifying party (a “Third Party Claim”"Indemnifying Party"), the Indemnified Party shall give prompt written notice of such Proceeding to the Indemnifying Party. If any Proceeding is brought or asserted against an Indemnified Party and it gives notice to the Indemnifying Party written notice thereof. The failure of the commencement or assertion of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to give notice provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses related to such defense (except as provided herein) and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in this Section 6.07 each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding; provided that any delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, xxxx.xx is prejudiced by reason of such failure or delay. Actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Party's obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expenseArticle VII. If the Indemnifying Party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification under this Article VII; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Proceeding and the matters that are subject to the indemnification claim; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. The Indemnified Party shall have the right to employ separate counsel in any Proceeding in which the Indemnifying Party has assumed the defense and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (notwithstanding any other provision of this Article VII) unless the Indemnifying Party has failed or refuses to employ counsel or unless the Indemnifying Party is not pursuing the defense of the Proceedings or that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Party's right to participate in the defense or response to any Proceeding shall not be deemed to limit or otherwise modify the Indemnifying Party's obligations under this Article VII. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnified Party will have the right to undertake the defense of such Proceeding. Any settlement or compromise made or caused to be made by the Indemnified Party (unless the Indemnified Party has the exclusive right to settle or compromise under Section 7.3) or the claim Indemnifying Party, as the case may be, of any Proceeding of the kind referred to in Section 7.3 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (i) no obligation, restriction or Loss shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (ii) the Indemnified Party will not compromise or settle any such Proceeding without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the the. Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (a) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party Party, or (b) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 4.04 shall not relieve the Indemnifying Party of its obligations under this Agreementagreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail and shall indicate the amount of the Indemnifiable Loss that has been or will be sustained by the Indemnified Party. (b) Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shallmay, by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, acknowledge liability for, for and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense expense, or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified for such Third-Party pursuant to the first sentence of this Section 6.07 Claim setting forth the grounds therefor; provided that if . Any objection shall be resolved in accordance with Section 7.15. If the Indemnifying Party does not within the same thirty (such 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefornotice, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Third-Party Claim. . (c) Any contest defense of a Third Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to Olsten in the Indemnified Party; provided that case of Olsten Indemnitees and OHS in the case of OHS Indemnitees. The Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. ; provided that if the defendants or parties against which relief is sought in any such claim include both the Indemnifying Party and one or more Indemnified Parties and, in the reasonable judgment of Olsten in the case of Olsten Indemnitees and OHS in the case of OHS Indemnitees, a conflict of interest between such Indemnified Parties and such Indemnifying Party exists in respect of such claim, such Indemnified Parties shall have the right to employ one firm of counsel selected by Olsten or OHS, as the case may be, and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. (d) If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that without the prior written consent of Olsten in the case of Olsten Indemnitees and OHS in the case of OHS Indemnitees, the Indemnifying Party if may not agree to any such settlement unless as a condition to such settlement the Indemnified Party receives a written release from any and all liability relating to such Third-Party Claim and such settlement or compromise is solely for does not include any remedy or relief to be applied to or against the Indemnified Party, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. hereunder. (e) If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under this Article VIIV, Olsten in the Indemnified case of Olsten Indemnitees and OHS in the case of OHS Indemnitees may pursue the defense of such Third-Party may require the Claim and choose one firm of counsel in connection therewith. The Indemnifying Party is required to reimburse it Olsten or OHS, as the case may be, on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred by Olsten in the case of Olsten Indemnitees and OHS in the case of OHS Indemnitees in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Partythereto; provided that the Indemnifying Party shall not be liable for any settlement effected without its consentthe consent of Olsten in the case of Olsten Indemnitees and OHS in the case of OHS Indemnitees, which consent shall not be unreasonably withheld or delayed. withheld. (f) The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), ) or, in the case of any Third Third-Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s 's objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionpursuant to Section 7.15.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement If a party hereto seeks indemnification under this Article VIII with respect to any action, lawsuit, proceeding, investigation or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Third-Party Claim”), such party seeking indemnification (the “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) after receiving written notice of such Third-Party shall give Claim, describing the Third-Party Claim, the amount thereof (if known and quantifiable), and the basis thereof; provided, that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its or his obligations under this Agreement, except hereunder. With respect to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third any Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforArticle VIII, the Indemnifying Party shall be deemed entitled, at its sole cost and expense, (i) to have acknowledged, as between participate in the parties hereto, its liability defense of such Third-Party Claim giving rise to the Indemnified Party Party’s claim for such Third Party Claim. Any contest of a Third Party Claim as indemnification or (ii) at its option (subject to which the Indemnifying Party has elected limitations set forth below), to assume the control of such defense shall be conducted by attorneys employed by the Indemnifying Party and appoint lead counsel reasonably satisfactory acceptable to the Indemnified Party; provided provided, that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: (A) notify the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will defend the claim and (B) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has sufficient resources to defend such Third-Party Claim and to satisfy its obligations to the Buyer Indemnified Parties under this Article VIII in respect of such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of such defense if the Third-Party Claim which the Indemnifying Party seeks to assume control (I) seeks non-monetary relief, (II) involves criminal allegations against the Indemnified Party, (III) involves a claim that the Indemnifying Party failed or is failing to reasonably defend, or (IV) seeks Losses in excess of the Cap (except for Third-Party Claims seeking Losses in excess of the Cap in which the Indemnifying Party agrees in writing to pay to the Indemnified Party all costs and expenses arising out of or in connection with the Indemnifying Party participating in such defense) (each of the foregoing, an “Exception Claim”). (b) In the event that (i) the Indemnifying Party fails to elect to assume control of the defense of any Third-Party Claim in the manner set forth in Section 8.5(a) or such Third-Party Claim is or at any time becomes, an Exception Claim, the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate; provided, however, the Indemnified Party shall act reasonably and in good faith in connection with giving consent to the entry of any judgment or entering into any settlement with respect to such Third-Party Claim and shall not consent to the entry of any judgment or enter into any settlement with respect to such Third-Party Claim to the extent that any Losses related thereto for which indemnification is sought under this Article VI would exceed the Indemnification Escrow without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (c) If the Indemnifying Party is controlling the defense of any Third-Party Claim in accordance with Section 8.5(a), (i) the Indemnified Party shall nonetheless have the right to participate in the defense of such proceedings and Third-Party Claim giving rise to be represented by attorneys of its own choosing the Indemnified Party’s claim for indemnification at the Indemnified Indemnifying Party’s sole cost and expense. If , (ii) the Indemnifying Party assumes will not consent to the defense entry of a Third any judgment or enter into any settlement with respect to or cease to defend such Third-Party Claim, the Indemnifying Party may settle or compromise the claim Claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld unreasonably); provided, that the Indemnified Party shall have no obligation of any kind to consent to the entrance of any judgment or delayed. If into any settlement unless such judgment or settlement (A) is for only money damages, the full amount of which shall be paid by the Indemnifying Party, (B) includes, as a condition thereof, an express, unconditional release of the Indemnified Party does from any liability or obligation with respect to such Third-Party Claim and (C) would not assume be reasonably expected to establish a precedent, custom or practice adverse to the continuing business interests or prospects of the Indemnified Party or the Company. (d) Irrespective of which party controls the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable outany Third-of-pocket expenses incurred in defending against such Third Party Claim, the other parties to this Agreement will, and will cause any non-party Affiliates to, cooperate with the Indemnifying Party shall be bound controlling party in such defense and make available to the controlling party all witnesses, pertinent records, materials and information in such non-controlling party’s possession or under its control relating thereto as is reasonably required by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedcontrolling party. The Indemnifying parties agree that all communications between any party and counsel responsible for or participating in the defense of any Third-Party shall pay Claim shall, to the Indemnified Party in cash extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (e) In the amount for which event of any conflict or overlap between the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution provisions of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwiseSection 8.5 and Section 6.2(c), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionSection 6.2(c) shall control.

Notice and Defense of Third Party Claims. Promptly The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (other than a claim relating to Taxes, which shall be governed by the provisions of Section 10.2(b)) (each, a "Third Party Claim") shall be subject to the following the earlier of terms and conditions: (a) receipt The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of notice any Third Party Claim which might give rise to any Loss by the -49- Indemnified Persons, stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known; provided, however, that no delay on the part of the commencement Indemnified Persons in notifying any Indemnifying Persons shall relieve the Indemnifying Persons from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Person thereby is prejudiced by a third party the delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including any Action against summons, complaint or otherwise involving other pleading which may have been served, any Indemnified Party written demand or any other document or instrument. (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the Indemnified Party shall give If the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided Persons shall acknowledge in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof a writing delivered to the Indemnified PartyPersons that such Third Party Claim is properly subject to their indemnification obligations hereunder, (a) acknowledge, as between then the parties hereto, liability for, and at its option elect Indemnifying Persons shall have the right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortheir own counsel, the Indemnifying Party which counsel shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyPersons; provided provided, however, that the Indemnified Party Indemnifying Persons shall not have the right to participate in assume the defense of any Third Party Claim, notwithstanding the giving of such proceedings and to be represented by attorneys of its own choosing at written acknowledgment, if (i) the Indemnified Party’s sole cost and expense. Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons; (ii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Persons; or (iii) the Indemnifying Persons shall not have assumed the defense of the Third Party Claim in a timely fashion. (c) If the Indemnifying Party assumes Persons shall assume the defense of a Third Party ClaimClaim (under circumstances in which the proviso to the first sentence of Section 10.3(b) is not applicable), the Indemnifying Persons shall not be responsible for any legal or other defense costs subsequently incurred by the Indemnified Persons in connection with the defense thereof. If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim by giving the written acknowledgment referred to in Section 10.3(b), or are otherwise restricted from so assuming by the proviso to the first sentence of Section 10.3(b), the Indemnifying Persons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense; and in any such case, the Indemnified Persons may settle or compromise assume the claim defense of the Third Party Claim, with counsel which shall be reasonably satisfactory to the Indemnifying Persons, and shall act reasonably and in accordance with their good faith business judgment and shall not effect any settlement without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. . (d) If the Indemnifying Party does not Persons exercise their right to assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VIClaim, (i) the Indemnified Party may require Persons shall be entitled to participate in such defense with their own counsel at their own expense; and (ii) the Indemnifying Party to reimburse it on a current basis for its reasonable expenses Persons shall not make any settlement of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and any claims without the Indemnifying Party shall be bound by the result obtained with respect thereto by written consent of the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consentPersons, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly The obligations and Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following the earlier of terms and conditions: (a) receipt The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of notice any Third Party Claim which might give rise to any Loss by the Indemnified Persons within 15 days of obtaining knowledge thereof, stating the nature and basis of such Third Party Claim and the amount thereof to the extent known; PROVIDED, HOWEVER, that no delay on the part of the commencement Indemnified Persons in notifying any Indemnifying Persons shall relieve the Indemnifying Persons from any Liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Persons thereby is prejudiced by a third party the delay. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including, without limitation, any Action against summons, complaint or otherwise involving other pleading which may have been served, any Indemnified Party written demand or any other document or instrument. (b) receipt If the Indemnifying Persons shall acknowledge in a writing delivered to the Indemnified Persons that the Indemnifying Persons shall be obligated under the terms of information from a third party alleging the existence of a claim against an Indemnified Party, their indemnification obligations hereunder in either case, connection with respect to which indemnification may be sought pursuant to this Agreement (a “such Third Party Claim”), the Indemnified Party shall give then the Indemnifying Party written notice thereof. The failure of Persons shall have the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability for, and at its option elect right to assume the defense of such any Third Party Claim at its sole cost their own expense and expense by their own counsel, which counsel shall be reasonably satisfactory to the Indemnified Persons; PROVIDED, HOWEVER, that the Indemnifying Persons shall not have the right to assume the defense of any Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, (ii) such action or Proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Persons or (biii) object to the claim Indemnifying Persons shall not have assumed the defense of indemnification set forth the Third Party Claim in a timely fashion. (c) If the notice delivered by Indemnifying Persons shall assume the Indemnified defense of a Third Party pursuant Claim (under circumstances in which the proviso to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does 8.4(b) is not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds thereforapplicable), the Indemnifying Party Persons shall not be deemed to have acknowledged, as between the parties hereto, its liability to responsible for any legal or other defense costs subsequently incurred by the Indemnified Party for such Third Party ClaimPersons in connection with the defense thereof. Any contest If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim as by giving the written acknowledgement referred to which in Section 8.4(b), or are otherwise restricted from so assuming by the proviso to the first sentence of Section 8.4(b), the Indemnifying Party has elected Persons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense; and in any such case, the Indemnified Persons may assume the defense of the Third Party Claim, with counsel which shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that Indemnifying Persons, and shall act reasonably and in accordance with their good faith business judgment and shall not effect any settlement without the Indemnified Party consent of the Indemnifying Persons, which consent shall have the right to participate in such proceedings and to not unreasonably be represented by attorneys of its own choosing at the Indemnified Party’s sole cost and expense. withheld or delayed. (d) If the Indemnifying Party assumes Persons exercise their right to assume the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim they shall not make any settlement of any claims without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified PartyPersons, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionwithheld.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of If any Action against Proceeding shall be brought or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim asserted under this Article 6 against an indemnified party or parties or any successor thereto (the “Indemnified Party, Person”) in either case, with respect to of which indemnification indemnity may be sought pursuant to under this Agreement Article 6 from an indemnifying person or persons or any successor or successors thereto (a the “Third Party ClaimIndemnifying Person(s)”), the Indemnified Party Person shall give prompt written notice of such Proceeding to the Indemnifying Party written notice Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. In no event shall any Indemnified Person be required to make any expenditure or bring any cause of action to enforce the Indemnifying Person’s obligations and liability under and pursuant to the indemnifications set forth in this Article 6. In addition, the filing of a Proceeding shall not be required as a condition or prerequisite to the Indemnifying Person’s obligations under this Article 6, if the Indemnified Person is required to expend sums for investigation or remedial purposes as a result of a threatened Proceeding. The failure Indemnified Person shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Person 28 unless the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person’s right to give notice as provided participate in this Section 6.07 shall the defense or response to any Proceeding should not relieve the Indemnifying Party of be deemed to limit or otherwise modify its obligations under this Agreement, except to Article 6. In the extent event that the Indemnifying Party is materially prejudiced by such failure to give notice. Within Person, within thirty (30) days after receipt notice of any such Proceeding, fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such notice, Proceeding for the account of the Indemnifying Party shallPerson, by giving written notice thereof subject to the Indemnified Party, (a) acknowledge, as between right of the parties hereto, liability for, and at its option elect Indemnifying Person to assume the defense of such Third Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing Person at the Indemnified Party’s sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the any time prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or final determination thereof. Anything in this Article 6 to the final nonappealable contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person’s prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such Proceeding or consent to entry of a court any judgment with respect to any such Proceeding that requires solely the payment of competent jurisdictionmoney damages by the Indemnifying Person and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such Proceeding.

Notice and Defense of Third Party Claims. Promptly following the earlier of Claims for indemnification under this Agreement shall only be asserted and resolved as follows: (a) receipt of notice of the commencement If any Buyer Indemnitee seeks indemnification under this Article XI (an “Indemnified Party”) with respect to any Proceeding or other claim brought against it by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”), the such Indemnified Party shall promptly give written notice to the other party (the “Indemnifying Party”) after receiving written notice of such Third Party Claim; provided, however, that any failure to so notify or any delay in notifying the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 shall not relieve the Indemnifying Party of its obligations under this Agreementhereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. Thereafter, the Indemnified Party shall promptly deliver to give noticethe Indemnifying Party copies of all notices, documents, court papers, pleadings, and other materials received by the Indemnifying Party from the third party relating to the substantive allegations of the Third Party Claim. Within thirty (30) days after receipt of such noticeWith respect to any Third Party Claim that, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to this Article XI, the Indemnifying Party shallshall be entitled, by giving written notice thereof to the Indemnified Partyat its sole cost and expense, (ai) acknowledge, as between the parties hereto, liability for, and at its option elect to assume participate in the defense of such Third Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its sole cost option (subject to the limitations set forth below), to assume control of such defense and expense appoint lead counsel reasonably acceptable to the Indemnified Party; provided, however, that as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first: (A) notify the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim in accordance with the terms of this Agreement (including the limitations set forth in Sections 11.1 and 11.2) and (B) furnish the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has sufficient resources to defend such Third Party Claim and to satisfy its obligations to the Indemnified Party under this Article XI in respect of such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue control of the defense of any Third Party Claim if such Third Party Claim (I) involves criminal or quasi-criminal allegations or regulatory matters or (II) involves or otherwise relates to the items set forth on Section 11.2(a)(iii) of the Company Disclosure Schedule (each of the foregoing, an “Exception Claim”). (b) object to In the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided event that if (i) the Indemnifying Party does not within or fails to elect to assume control of the same thirty defense of any Third Party Claim in the manner set forth in Section 11.3(a) or (30ii) day period give such Third Party Claim is, or at any time becomes, an Exception Claim, the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth shall, except with the grounds therefor, consent of the Indemnifying Party shall (which will not be deemed unreasonably withheld, conditioned or delayed), use its commercially reasonable efforts to have acknowledged, as between the parties hereto, its liability to the Indemnified Party for vigorously defend against such Third Party Claim, as if, for such purposes, such Third Party Claims were not subject to indemnification hereunder by the Indemnifying Party. Any contest of At any time when a Third Party Claim as is pending and the defense of such Third Party Claim is being controlled by the Indemnified Party (including in the case of any Exception Claims), the Indemnified Party shall (A) use reasonable best efforts to which keep the Indemnifying Party has elected reasonably informed of the material developments with respect to assume such Third Party Claim, (B) upon the defense shall be conducted by attorneys employed by Indemnifying Party’s reasonable request, reasonably inform the Indemnifying Party of the status and other material details of such Third Party Claim, (C) allow the Indemnifying Party and its Representatives to, at their sole cost and expense, reasonably satisfactory participate in any Proceedings, including any investigation, defense, pretrial activities, trial, compromise, settlement or discharge or any other meetings related thereto, and (D) use reasonable best efforts to consult with the Indemnifying Party and its Representatives regarding any major decisions related to such Third Party Claim, including the settlement thereof, and consider any such consultations in good faith; provided that, if such Third Party Claim relates to a Program Denial, the foregoing clauses (A) and (D) shall apply only to such Third Party Claim if the aggregate amount of the claims subject to the Indemnified Party; relevant audit, appeal or probe exceeds $350,000 (including any extrapolation with respect thereto). Under no circumstances will the Indemnifying Party have any liability in connection with any settlement of any Proceeding that is entered into without its prior written consent, provided that such consent was not unreasonably withheld, conditioned or delayed, provided, further, that this sentence shall not apply to the settlement of any Third Party Claim relating to a Program Denial if (i) the aggregate amount of the claims subject to the relevant audit, appeal or probe is $350,000 or less (including any extrapolation with respect thereto), and (ii) the aggregate amount of Losses pursuant to all Third Party Claims settled without the consent of the Indemnifying Party is $3,500,000 or less. (c) If the Indemnifying Party is controlling the defense of any Third Party Claim in accordance with Section 11.3(a), Indemnified Party shall have the right to participate in the defense of such proceedings Third Party Claim with counsel selected by it, subject to the Indemnifying Party’s right to control the defense thereof, and to the fees and disbursements of such counsel shall be represented by attorneys at the expense of its own choosing at the Indemnified Party’s sole cost and expense. If ; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnifying Party assumes and the defense Indemnified Party in respect of a such Third Party Claim, then the Indemnifying Party may settle shall be responsible for the fees and expenses of counsel to the Indemnified Party. The Indemnifying Party will not consent to the entry of any judgment or compromise the claim enter into any settlement with respect to, or cease to defend, such Third Party Claim without the prior written consent of the Indemnified Party if (such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may consent not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If the Indemnifying Party does not assume ). (d) Irrespective of which party controls the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such any Third Party Claim, the other parties will, and will cause their respective Affiliates to, reasonably cooperate in good faith with the Indemnifying Party shall be bound controlling party in such defense and make available to the controlling party all witnesses, pertinent records, materials and information in such non-controlling parties’ possession or under its control relating thereto as is reasonably required by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayedcontrolling party. The Indemnifying Party shall pay to the Indemnified Party in cash the amount parties agree that all communications between any party and counsel responsible for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, participating in the case defense of any Third Party Claim shall, to the extent possible, be made so as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise preserve any applicable attorney-client or the final nonappealable judgment of a court of competent jurisdictionwork-product privilege.

Notice and Defense of Third Party Claims. Promptly Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following the earlier of terms and conditions: (a) receipt of The Indemnified Persons shall promptly give written notice of to the commencement by a third party Partners or the Buyer, as applicable, of any Action against Third Party Claim that might give rise to any Loss by the Indemnified Persons, or otherwise involving any Indemnified of them, stating the nature and basis of such Third Party or (b) receipt Claim, and the amount thereof, to the extent known. Copies of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, all relevant documentation with respect to which indemnification may be sought pursuant to this Agreement (a “such Third Party Claim”)Claim shall promptly follow, including, without limitation, any summons, complaint or other pleading that may have been served, any written demand or any other document or instrument. Notwithstanding the foregoing, the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give provide notice as provided in this Section 6.07 shall aforesaid will not relieve the Indemnifying Party of its obligations Persons from any liability which they may have to the Indemnified Persons under this Agreement, except Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise of any rights or defenses of the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) days after receipt Person and they were not otherwise aware of such notice, action or claim or unless the notice has not been provided during the applicable Indemnification Notice Period). (b) If the Indemnifying Party shall, by giving written notice thereof Person acknowledges in writing its obligation to indemnify the Indemnified PartyPersons hereunder against any Losses that may result from such Third Party Claims, (a) acknowledgethen the Indemnifying Person shall be entitled, as between the parties hereto, liability for, and at its option elect option, to assume and control the defense of such Third Party Claim at its sole cost expense and expense or (b) object to the claim through counsel of indemnification set forth in the its reasonable choice if it gives notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Persons within twenty (20) calendar days of the receipt of notice of such Third Party for Claim from the Indemnified Persons of its intention to do so. If the Indemnifying Person elects to assume and control the defense of any such Third Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to , the Indemnified Party; provided that the Indemnified Party Persons shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement of the Third Party Claim, but the fees and expenses of such proceedings and to counsel will be represented by attorneys of its own choosing at the expense of the Indemnified Party’s sole cost and expense. If Persons, unless (i) the Indemnifying Party assumes Person has agreed to pay such fees and expenses, or (ii) the Indemnified Persons has been advised by its counsel that there may be one or more defenses reasonably available to it which are different from or additional to those available to the Indemnifying Person, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnification provided by this Article 7 will be paid by the Indemnifying Person. Expenses of counsel to the Indemnified Persons shall be reimbursed on a current basis by the Indemnifying Person if there is no dispute as to the obligation of the Indemnifying Person to pay such amounts pursuant to this Article 7. In the event the Indemnifying Person exercises its right to undertake the defense of a against any such Third Party Claim as provided above, the Indemnified Persons shall cooperate with the Indemnifying Person in such defense and make available to the Indemnifying Person, at the Indemnifying Person's expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Person. Similarly, in the event the Indemnified Persons is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Person shall cooperate with the Indemnified Persons in such defense and make available to it, at the Indemnifying Person's expense, all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnified Persons. No such Third Party Claim, except the settlement thereof which involves the payment of money only (by a party or parties other than the Indemnified Persons) and for which the Indemnified Persons is released by the third party claimant and is totally indemnified by the Indemnifying Person without admission of fault of liability, may settle or compromise be settled by the claim Indemnifying Person without the prior written consent of the Indemnified Persons. No Third Party if such settlement or compromise Claim which is solely for monetary damages for which being defended in good faith by the Indemnifying Party Person shall be responsible for; in all other events, settled by the Indemnifying Party may not agree to any settlement or compromise Indemnified Persons without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionPerson.

Notice and Defense of Third Party Claims. Promptly following after the earlier of (a) receipt of (i) notice of the commencement by that a third party of any has commenced an Action against or otherwise involving any Indemnified Party or (bii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to under Article V of this Agreement (a “Third "Third-Party --------- Claim”"), the Indemnified Party shall give the Indemnifying Party written notice thereofof the Third-Party Claim. The failure of the Indemnified Party to give notice as provided in this Section 6.07 5.5 shall not relieve the Indemnifying Party of its ----------- obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such the failure to give notice. Within thirty (30) 30 days after receipt of such that notice, the Indemnifying Party shall, by giving written notice thereof to the Indemnified Party, may (ai) acknowledge, as between the parties hereto, liability for, and at its option option, elect to assume and control the defense of such Third that Third-Party Claim at its sole cost and expense by giving written notice to that effect to the Indemnified Party, or (bii) object to the claim of for indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor5.5; provided provided, ----------- that if the Indemnifying Party does not within the same thirty (that 30) -day period give the Indemnified Party written notice acknowledging liability or objecting to such that indemnification claim and setting forth the grounds thereforfor the objection(s), the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Party Claimthat indemnification claim. Any contest of a Third Party Claim as to which If the Indemnifying Party has acknowledged liability and elected to assume the defense of a Third-Party Claim, (x) the defense shall be conducted by attorneys employed counsel retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; , provided that the Indemnified Party shall have the right to participate in such those proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, ; and (y) the Indemnifying Party may settle or compromise the claim Third-Party Claim without the prior written consent of the Indemnified Party if so long as any settlement or compromise of the Third-Party Claim includes an unconditional release of the Indemnified Party from all claims that are the subject of that Third-Party Claim; provided, that the Indemnifying Party may not agree to any such settlement or compromise is solely for pursuant to which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other eventsunder this Agreement, shall be applied to or against the Indemnifying Party may not agree to any settlement or compromise Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under Article VIhereunder, the Indemnified Party will act in good faith with respect to that Third-Party Claim and may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred in investigating and defending against such Third that Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto to that claim by the 12 Indemnified Party; provided provided, that the Indemnifying Party shall not be liable for any settlement or compromise of any Third-Party Claim effected without its consent, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount amount, if any, for which the Indemnified Party is entitled to be indemnified (if any) under this Agreement within 15 days after the final resolution of such Third that Third-Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdictionFinally Determined.

Notice and Defense of Third Party Claims. Promptly following the earlier of (aA) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (bB) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third "Third-Party Claim”"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure Failure of the Indemnified Party to give notice as provided in this Section 6.07 4.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail. (a) Within thirty (30) 30 days after receipt of such notice, the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (ai) acknowledge, as between the parties hereto, liability for, and at its option elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (bii) object to the claim of indemnification set forth in the notice delivered by the Indemnified for such Third-Party pursuant to the first sentence of this Section 6.07 Claim setting forth the grounds therefor; provided that if . Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not within the same thirty (30) such 30 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefornotice, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, acknowledged its liability to the Indemnified Party for such Third Third-Party Claim. . (b) Any contest defense of a Third Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys counsel employed by the Indemnifying Party and reasonably satisfactory to Silicon Graphics in the Indemnified Party; provided that case of SGI Indemnitees and the Company in the case of Company Indemnitees. The Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys counsel of its own choosing at the Indemnified Party’s 's sole cost and expense. ; provided that if the defendants or parties against which relief is sought in any such claim include both the Indemnifying Party and one or more Indemnified Parties and, in the reasonable judgment of Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees, a conflict of interest between such Indemnified Parties and such Indemnifying Party exists in respect of such claim, such Indemnified Parties shall have the right to employ one firm of counsel selected by Silicon Graphics for SGI Indemnitees or the Company for Company Indemnitees and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. (c) If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that without the prior written consent of Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees, the Indemnifying Party if may not agree to any such settlement unless as a condition to such settlement the Indemnified Party receives a written release from any and all liability relating to such Third-Party Claim and such settlement or compromise is solely for does not include any remedy or relief to be applied to or against the Indemnified Party, other than monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. hereunder. (d) If the Indemnifying Party does not assume the defense of a Third Third-Party Claim for which it has acknowledged liability for indemnification under this Article VIIV, Silicon Graphics in the Indemnified case of SGI Indemnitees and the Company in the case of Company Indemnitees may pursue the defense of such Third-Party may require the Claim and choose one firm of counsel in connection therewith. The Indemnifying Party is required to reimburse it Silicon Graphics or the Company, as the case may be, on a current basis for its reasonable expenses of investigation, reasonable attorney’s 's fees and reasonable out-of-pocket expenses incurred by Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees in defending against such Third Third-Party Claim, Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; thereto, provided that the Indemnifying Party shall not be liable for any settlement effected without its consentthe consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. withheld. (e) The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after no later than the final resolution later of such Third (i) the date on which the Indemnified Party makes any payment in satisfaction (partial or otherwise) of the Third-Party Claim or (whether by ii) the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to date on which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection 's objection, if any, to its responsibility for indemnification under this Article IV has been resolved pursuant to Article VII or by settlement, settlement or compromise or the final nonappealable judgment of a court of competent jurisdiction.

Notice and Defense of Third Party Claims. Promptly following the earlier of (a) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (b) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a “Third Party Claim”"THIRD-PARTY CLAIM"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 6.07 6.02 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure to give notice. Within thirty (30) 90 days after receipt of such notice, the Indemnifying Party shall, may by giving written notice thereof to the Indemnified Party, (a) acknowledge, as between the parties hereto, liability responsibility for, and at its option option, elect to assume the defense of such Third Third-Party Claim at its sole cost and expense or (b) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 6.07 setting forth the grounds therefor6.02; provided PROVIDED that if the Indemnifying Party does not within the same thirty (30) 90 day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefortherefor or electing to assume the defense, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability to the Indemnified Party responsibility for such Third Third-Party Claim. Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided PROVIDED that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party’s 's sole cost and expense. If Notwithstanding the Indemnifying Party assumes the defense of a Third Party Claimforegoing, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party if such settlement or compromise is solely for monetary damages for which the Indemnifying Party shall be responsible for; in all other events, the Indemnifying Party may not agree to any settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VI, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that (i) the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall pay to the Indemnified Party in cash for the amount for which the Indemnified Party is entitled to be indemnified (if any) within 15 days after the final resolution of such Third Party Claim (whether by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within 15 days after such Indemnifying Party’s objection has been resolved by settlement, compromise or the final nonappealable judgment of a court of competent jurisdiction.reasonable B-10