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

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "“Indemnified Person"Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 7 11 from an indemnifying person or and/or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof of any such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 obligation hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person shall in good faith determine an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice notice, of any such action or claim, does not fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 11 to the contrary notwithstandingwithstanding, the Indemnifying Person shall not, without the Indemnified Person's Persons’ prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's ’s prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof the for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 Section 9.1 or 9.2 against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 Section 9.1 or 9.2 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any . Any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 Section 9.1 or 9.2 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten 30 days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 9.3 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's ’s prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability Liability in respect of such action, claim or proceeding. The Indemnifying Person shall promptly reimburse the Indemnified Person for the amount of any judgment rendered with respect to any third party demand, claim, action or proceeding and for all damages incurred by the Indemnified Person in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 12 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 12 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriateinappropriate due to material conflicts of interest. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume to the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 12 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 Section 7.1 or 7.2 against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 Section 7.1 or 7.2 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 Section 7.1 or 7.2 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 6.3 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's ’s prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any third party demand, claim, action or proceeding and for all damages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted by a third party under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person")) pursuant to any Proceeding, the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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 Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten 20 days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything Notwithstanding anything in this Article 7 to the contrary notwithstandingcontrary, the Indemnifying Person shall not, without the Indemnified Person's prior consentwritten consent (which consent shall not be unreasonably withheld or delayed), settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingProceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted by a third party under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person")) pursuant to any Proceeding, the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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 Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten twenty (20) days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything Notwithstanding anything in this Article 7 to the contrary notwithstandingcontrary, the Indemnifying Person shall not, without the Indemnified Person's prior consentwritten consent (which consent shall not be unreasonably withheld or delayed), settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding. For purposes of this Section 8.4, claim or proceeding for anything other than money damages paid by the term "Indemnifying Person. The Indemnifying Person may, without " shall refer to the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment Shareholder Representative with respect to any such action or third-party claim that requires solely the payment of money damages by the Indemnifying Person for which Acquiring Corporation and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from Newco are entitled to indemnification under Section 8.2, subject in all liability in respect of such action, claim or proceedingrespects to Section 8.9.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 5 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 5 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 5 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnifying Person and the Indemnified Person shall in good faith determine agree that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 5 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding (other than any Proceeding relating to Taxes) shall be brought or asserted under this Article 7 against an indemnified party Party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 from an indemnifying person Person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense and reasonable control thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to expenses so notify long as the Indemnifying Person shall relieve gives written notice to the Indemnified Person within fifteen (15) days after the Indemnified Person has given the Indemnifying Person notice of its the Proceeding that the Indemnifying Person will indemnify the Indemnified Person from and against the entirety of any and all Damages that the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Proceeding. In no event shall any Indemnified Person be required to make any expenditure or bring any Proceeding to enforce the Indemnifying Person’s obligations and Liability under this Article 7 only and pursuant to the extent, if at all, that it is prejudiced by reason of such delay or failureindemnifications set forth in this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest that make representation by the same counsel is inappropriate. The Indemnified Person’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 Article. In the event that the Indemnifying Person, within ten five (5) days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense and reasonable control of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to If the contrary notwithstandingIndemnifying Person assumes the defense of a Proceeding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding unless such settlement, claim compromise or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that judgment: (i) requires solely the payment of money damages Damages by the Indemnifying Person and that such Damages are paid by the Indemnifying Person, (ii) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability Liability in respect of such actionProceeding, claim and (iii) involves no finding or proceedingadmission of any Liability of the Indemnified Person or violation of any Legal Requirement or the rights of any Person and no effect on any other claims that may be made against the Indemnifying Person. If the Indemnifying Person assumes defense of a Proceeding, the Indemnified Person shall not be entitled to recovery from the Indemnifying Person with respect to any compromise or settlement thereof effected by the Indemnified Person without the consent of the Indemnifying Person unless the Indemnified Person has retained or reassumed the defense of such Proceeding pursuant to the provisions of this Section 7.4.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 9 against an indemnified party person or any successor thereto (the "Indemnified PersonINDEMNIFIED PERSON") in respect of which indemnity may be sought under this Article 7 9 from an indemnifying person or any successor thereto (the "Indemnifying PersonINDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 9 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten (10) days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 9 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action action, claim or claim proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action action, claim or claim proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demandjudicial, claimadministrative, action arbitration or investigatory proceeding or other proceeding, claim or controversy (collectively, a “Proceeding”) shall be brought or asserted under this Article 7 IX against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 IX from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is materially 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 IX. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person’s right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its rights or obligations under this Article IX. In the event that the Indemnifying Person, within ten twenty (20) days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 IX to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior consentwritten consent (which consent shall not be unreasonably withheld), settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim however, the Indemnified Person’s prior written consent is not required if (A) there is no finding or proceeding for anything admission of any violation of law, rule, regulation or other than money 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 Person, (B) the Indemnified Person receives as part of such settlement a legal, binding and enforceable unconditional satisfaction and/or release, in form and substance reasonably satisfactory to it, providing that any claimed liability of the Indemnified Person with respect thereto is being fully satisfied by reason of such compromise or settlement and that the Indemnified Person is being released from any and all obligations or liabilities it may have with respect thereto, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third The obligations of a party demand, claim, action or proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto from whom indemnification is sought (the "Indemnified PersonIndemnitor") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto to indemnify the party seeking indemnification (the "Indemnifying PersonIndemnitee") under SECTION 11.1 or 11.2 hereof, as the case may be, with respect to Losses resulting from the assertion of liability by third parties (a "Claim"), will be subject to the Indemnified Person shall following terms and conditions: (a) Any party against whom any Claim is asserted will give prompt the Indemnitor written notice of any such Claim promptly after learning of such Claim, and the Indemnitor may at its option undertake the defense thereof to the Indemnifying Person by representatives of its own choosing, who shall have the right to assume its defense, including the hiring of counsel be reasonably satisfactory to the Indemnified Person and the payment Indemnitee. Failure to give prompt notice of all expenses; except that any delay or failure to so notify the Indemnifying Person a Claim hereunder shall relieve the Indemnifying Person of its not affect an Indemnitor's obligations under this Article 7 ARTICLE XI, except to the extent (and only to the extent, if at all, that it ) the Indemnitor is materially prejudiced by reason of such delay or failurefailure to give prompt notice. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying PersonIf an Indemnitor, within ten thirty (30) days after notice of any such action Claim, or claimsuch shorter period as is reasonably required, does not fails to assume the defense thereofof such Claim, or does not continue to defend the Claim in good faith, the Indemnified Person shall Indemnitee against whom such claim has been made will (upon further notice to the Indemnitor) have the right to undertake the defense, compromise or 39 settlement of such action, claim or proceeding on behalf of and for the account and risk, and at the expense, of the Indemnifying PersonIndemnitor, subject by representatives selected by the Indemnitee who shall be reasonably satisfactory to the right of the Indemnifying Person Indemnitor. If an Indemnitor elects to assume the defense of such actionClaim, claim the Indemnitee shall have the right to employ (at its expense) its own counsel and to participate in such defense. If an Indemnitee reasonably believes that the handling of the defense by the Indemnitor may have a material adverse affect on any Indemnitee, its business or proceeding financial condition, or its relationship with any customer, prospect, supplier, employee, salesman, consultant, agent or representative, then the Indemnitee may, at its option and expense and through counsel reasonably satisfactory of its choice, jointly with the Indemnitor assume control of the defense of such Claim, provided that nothing in this sentence shall be deemed to relieve the Indemnified Person at Indemnitor of any time prior to the settlement, compromise or final determination thereof. liability it may have under this ARTICLE XI. (b) Anything in this Article 7 SECTION 11.4 to the contrary notwithstanding, the Indemnifying Person Indemnitor shall not, without the Indemnified Person's prior consent, settle not enter into any settlement or compromise of any action action, suit or claim proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes (i) which does not include as an unconditional term thereof the release delivery by the claimant or plaintiff to the plaintiff Indemnitee who is named as a party to such action, suit or proceeding, of the Indemnified Person a written release from all liability in respect of such action, claim suit or proceedingproceeding or (ii) for other than monetary damages to be borne in full by the Indemnitor, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified PersonINDEMNIFIED PERSON") in respect of which indemnity may be sought under this Article 7 from an indemnifying person Person or any successor thereto (the "Indemnifying PersonINDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except subject, however, to the Stockholders Minimum Amount, provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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. In addition, actual or threatened action by a Governmental Authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate, as evidenced by the written opinion of outside counsel to the Indemnified Person. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten 15 days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, not to be unreasonably withheld, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; PROVIDED, claim or proceeding for anything other than money damages paid by HOWEVER, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingProceeding.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 Section 9 against an indemnified party any Intellisync Indemnified Party or any successor thereto SoftVision Indemnified Party (the "each an “Indemnified Person"”) in respect of any claim by a third party for which indemnity may be sought under this Article 7 Section 9 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it (x) the Indemnified Person is materially prejudiced by reason of such delay or failure, or (y) the Indemnified Person fails to give notice of its claim. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriateinappropriate or presents conflicts of interest. In the event that the Indemnifying Person, within ten thirty (30) days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement good faith defense of such action, claim or proceeding proceeding, with legal counsel chosen by the Indemnified Person, for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 10 to the contrary notwithstanding, (a) the Indemnifying Person shall not, without the Indemnified Person's ’s prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person; provided that such settlement or compromise includes a general unconditional release of the Indemnified Person and does not require any admission of any wrongdoing, liability or violation of law, and (b) the Indemnified Party shall not settle or compromise any action or claim or consent to the entry of any judgment, except where the Indemnifying Person has failed to assume the defense of such action or claim, and then only with the prior consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. The Indemnifying Person may, without the Indemnified Person's ’s prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingPerson.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or ---------------------------------------- proceeding shall be brought or asserted under this Article 7 Section 9 by any third party against an indemnified party or any successor thereto (the "Indemnified Person") Persons in respect of which indemnity may be sought under this Article 7 Section 9 from an indemnifying person Indemnifying Person or any successor thereto (the "Indemnifying Person")thereto, the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all reasonable expenses; except that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that (a) it is prejudiced by reason of such delay or failure, or (b) the Indemnified Person fails to give notice of its claim within the 375 calendar day period specified in Section 9.5(a). The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation of both parties by the same counsel is inappropriatewould be inappropriate due to actual or potential conflicting interests between them; provided, however, that in no event shall the Indemnifying Person be obligated to assume the expense of more than one such separate counsel in connection with Indemnifiable Damages arising out of the same claim or cause of action. In the event that the Indemnifying Person, within ten thirty (30) days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement good faith defense of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 9 to the contrary notwithstanding, (i) the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person, and (ii) the Indemnified Person shall not settle or compromise any action or claim or consent to the entry of any judgment, except, where the Indemnifying Person has failed to assume the defense of such action or claim, and then only with the prior consent of the Indemnifying Person, which shall not be unreasonably withheld. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Person. The Indemnified Person from shall make available to the Indemnifying Person all liability records, other materials and personnel reasonably required by it for its use in respect contesting any third party claims and shall cooperate fully with the Indemnifying Person in the defense of all such claims. As a condition to asserting any rights under this Section 9, each WMT Indemnitee must appoint WMT as its sole agent for all matters relating to any claim hereunder and agree to cooperate with the Indemnifying Person to the extent reasonably requested in order to permit the proper and adequate defense of such actionclaim. As a condition to asserting any rights under this Section 9, each Stockholder shall act as his own agent for all matters relating to any claim or proceedinghereunder and agree to cooperate with the Indemnifying Person to the extent reasonably requested in order to permit the proper and adequate defense of such claim. No party shall have any rights to indemnity pursuant to this Section 9 prior to the Closing and the parties obligations under this Section 9 are expressly made conditioned on such Closing.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 by a third party against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 VI from an indemnifying person or any successor thereto (the "“Indemnifying Person")”) pursuant to a Proceeding, the Indemnified Person shall give prompt written notice thereof (in no event to exceed 20 days) of such Proceeding to the Indemnifying Person Person, who shall have the right be entitled to assume its defensethe defense thereof, including the hiring employment of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Person and the payment of all expenses; except . If the Indemnifying Person undertakes to defend any Proceeding, it shall promptly notify the Indemnified Person of its intention to do so and the Indemnified Person shall cooperate with the Indemnifying Person and its counsel in the defense thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Person with any books, records or information reasonably requested by the Indemnifying Person that are in the Indemnified Person’s possession or control. After the Indemnifying Person has notified the Indemnified Person of its intention to defend any delay or failure to so notify such Proceeding, the Indemnifying Person shall relieve not be liable for any additional legal or other expenses incurred by the Indemnifying Indemnified Person of its obligations under this Article 7 only to the extent, if at all, that it is prejudiced by reason in connection with any defense or settlement of such delay or failureProceeding. The An Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be any Proceeding at the expense of the Indemnified Person unless both the Indemnified Person and its own expense; provided that the Indemnifying Person are named as parties and Party shall control the Indemnified Person shall in good faith determine that representation by defense of any Proceeding after it undertakes the same counsel is inappropriatedefense. In the event that the Indemnifying Person, within ten 20 days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person Proceeding at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 VI to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's ’s prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingProceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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. Premier Holding shall be responsible for and coordinate the response of all Indemnifying Persons under this Section 8.4 and any notice given to or service upon Premier Holding shall be deemed notice to and service upon all Sellers and Shareholders. Each Seller and Shareholder irrevocably consents that notice to or service of process upon Premier Holding shall constitute notice to or service of process upon such Seller or Shareholder. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person's right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its rights and obligations under this Article. In the event that the Indemnifying Person, within ten fifteen (15) days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying PersonPersons, subject to the right of the Indemnifying Person Persons to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. If the Indemnifying Person assumes the defense of any Proceeding, the Indemnified Person shall, reasonably and in good faith, assist and cooperate in the defense thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person Persons shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying PersonPersons. The Indemnifying Person Persons may, without the Indemnified Person's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person Persons 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 actionProceeding. As a condition to asserting any rights under this Article, each of Buyers' Indemnified Persons hereby appoints Franklin, and each of Sellers' Indemnified Persons and each of the Sellers and Shareholders in their capacity of Indemnifying Person appoints Premier Holding as its sole agent for all matters relating to any claim or proceeding.under this Article. Service upon and notice to Premier

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified a party entitled to indemnification pursuant to SECTIONS 7.1 or 7.2, or any successor thereto (the "Indemnified PersonINDEMNIFIED PERSON") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying PersonINDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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 indemnification obligations set forth in this Article. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person's right to participate in the defense or response to any Proceeding should not be deemed to limit or otherwise modify its rights and obligations under this Article. In the event that the Indemnifying Person, within ten fifteen (15) days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. If the Indemnifying Person assumes the defense of any Proceeding, the Indemnified Person shall, reasonably and in good faith, assist and cooperate in the defense thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.Indemnifying

Notice and Defense of Third Party Claims. If any Losses resulting from the assertion of liability by third party demandparties (each, claim, action or proceeding a “Third Party Claim”) shall be brought or asserted under this Article 7 against an indemnified party or subject to the following terms and conditions: (a) The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or Third Party Claim that might give rise to any successor thereto (the "Indemnifying Person"), Loss by the Indemnified Person shall give prompt written notice Persons, stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known. 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 that may have been served, any written demand or any other document or instrument. Notwithstanding the foregoing, the failure to provide notice as aforesaid to the Indemnifying Person who Persons will not relieve the Indemnifying Persons from any liability which they may have to the Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure directly results in the loss or compromise of any rights or defenses of the Indemnifying Persons and they were not otherwise aware of such action or claim). (b) The Indemnifying Persons shall have the right to assume its defensethe defense of any such Third Party Claim. Notwithstanding the foregoing, including the hiring Indemnifying Persons may not assume the defense of any such Third Party Claim if the claim (i) is reasonably likely to result in imprisonment of the Indemnified Persons, (ii) is reasonably likely to result in a criminal penalty or fine against the Indemnified Persons the consequences of which would have a Material Adverse Effect on the Indemnified Persons unrelated to the size of such penalty or fine, or (iii) is reasonably likely to result in an equitable remedy which would have a Material Adverse Effect on the Indemnified Persons. If Indemnifying Persons assume the defense of such Third Party Claim, such Indemnifying Persons shall conduct such defense diligently, shall have full and complete control over the conduct of such proceeding on behalf of the Indemnified Persons and shall, in their sole discretion, have the right to decide all matters of procedure, strategy, substance and settlement relating to such proceeding, provided, however, that (A) any counsel chosen by such Indemnifying Persons to conduct such defense shall be reasonably satisfactory to the Indemnified Person Persons and the payment of all expenses; except that any delay or failure to so notify (B) the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall Persons will not, without the written consent of the Indemnified Person's prior consentPersons, settle or compromise any action or claim or consent to the entry of any judgment or enter into any settlement with respect to any actionthe matter which does not include a provision whereby the plaintiff or the claimant in the matter releases the Indemnified Persons from all liability with respect thereto. The Indemnified Persons may participate in such proceeding and retain separate co-counsel at their sole cost and expense, claim provided, however, that the Indemnifying Persons shall be responsible for the fees and expenses of one separate co-counsel for the Indemnified Persons to the extent the Indemnified Persons are advised by counsel that either (1) the counsel the Indemnifying Persons have selected has a conflict of interest or proceeding for anything other than money damages paid (2) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Persons). Failure by the Indemnifying Person. The Indemnifying Person may, without Persons to notify the Indemnified Person's prior consent, settle or compromise Persons of their election to defend any such action, Third Party Claim within 30 days after notice of the Third Party Claim shall have been given to such Indemnifying Persons by the Indemnified Persons shall be deemed a waiver by such Indemnifying Persons of their right to defend such claim or proceeding action. (c) If no Indemnifying Persons are permitted to or consent do not elect to entry assume the defense, or do not diligently pursue the defense, of any judgment a Third Party Claim, the Indemnified Persons shall diligently defend against such Third Party Claim in such manner as they may deem appropriate and, in such event, the Indemnifying Persons shall promptly reimburse the Indemnified Persons for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the Indemnified Persons in connection with the defense against such Third Party Claim, as such costs and expenses are incurred. Any counsel chosen by such Indemnified Persons to conduct such defense must be reasonably satisfactory to the Indemnifying Persons and only one counsel shall be retained to represent all Indemnified Persons in an action (except that if litigation is pending in more than one jurisdiction with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingone such counsel may be retained in each jurisdiction in which such litigation is pending).

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 10 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 10 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 10 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 10 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 VII against an indemnified party or any successor thereto (the "Indemnified Person") Party in respect of which indemnity may be sought under this Article 7 VII from an indemnifying person Indemnifying Party or any successor thereto (the "Indemnifying Person")thereto, the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume to the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 VII to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding ----------------------------------------- shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person Person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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. In addition, actual or threatened action by a Governmental Entity or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate, as evidenced by the written opinion of outside counsel to the Indemnified Person. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten 15 days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim or proceeding for anything other than money damages paid by however, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingProceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 Section 11 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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 Section 11. In addition, actual or threatened action by a governmental authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Section 11. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Section 11. In the event that the Indemnifying Person, within ten 15 days after notice of any such action or claimproceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 11 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim proceeding or consent to the entry of any judgment with respect to any action, claim or 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 action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim proceeding 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 plaintiff of the Indemnified indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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 Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Article 7. In the event that the Indemnifying Person, within ten 15 days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such actionProceeding. The Indemnified Person shall not, claim without the Indemnifying Person's prior written consent, settle or proceedingcompromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding. Notwithstanding the foregoing, if the Indemnified Person reasonably believes that the pendency of such Proceeding would have a material adverse effect on the Indemnified Person, the Indemnified Person may, after delivering written notice of such proposed action to the Indemnifying Person, settle or compromise any such Proceeding or consent to entry of any judgment with respect to any such Proceeding without the Indemnifying Person's prior written consent; provided, however, that, if within seven (7) days after receipt by the Indemnifying Person of such written notice from the Indemnified Person, the Indemnifying Person delivers written notice to the Indemnified Person to the effect that the Indemnifying Person disputes its liability, or the amount thereof, in respect of such Proceeding, the Indemnifying Person shall be liable for indemnification with respect to such Proceeding to the extent of the lesser of: (i) the amount of the Loss in respect of such Proceeding and the settlement thereof or (ii) the amount of Loss for which the Indemnifying Person would have been liable under this Agreement in the event that the Indemnified Person had not settled such Proceeding without the Indemnifying Person's prior written consent. Notwithstanding anything to the contrary in this Article 7, the Sellers shall not have any obligation to provide indemnification under this Agreement until the aggregate amount of the Buyer Indemnified Persons' Loss shall exceed $***, provided that the Sellers' indemnity obligations shall be for every dollar of the Buyer Indemnified Persons' Loss up to $*** (the "Maximum Indemnification Amount").

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified PersonINDEMNIFIED PERSON") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying PersonINDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay . Actual or failure threatened action by a Governmental Authority or other entity is not a condition or prerequisite to so notify the Indemnifying Person shall relieve the Indemnifying Person of its Person's obligations under this Article 7 only to the extent, if at all, that it is prejudiced by reason of such delay or failureArticle. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 Person. The Indemnified Person's right to participate in the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriatedefense or response to any Proceeding should not be deemed to limit or otherwise modify its rights under this Article. In the event that the Indemnifying Person, within ten (10) business days after notice of any such action or claimProceeding, does not fails to acknowledge its obligation to indemnify hereunder and to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such actionProceeding. As a condition to asserting any rights under this Article, each of the Purchasers' Indemnified Persons must appoint Enterra, and each of the Seller's Indemnified Persons must appoint Xxxxxx, as their sole agents for all matters relating to any claim under this Article. Subject to compliance with the time limitations set forth in SECTION 9.1 hereof, the Indemnified Person's failure to give prompt written notice to the Indemnifying Person of any actual, threatened or proceedingpossible demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Person of any liability which the Indemnifying Person may have to the Indemnified Person unless the failure to give such notice materially and adversely prejudiced the Indemnifying Person.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 8 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 8 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 8 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 8 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 Section 8.3 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person Person, unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that the representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 8 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or 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 action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes includes, as an unconditional term thereof thereof, the release by the claimant or the plaintiff plaintiff, of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay . Actual or failure threatened action by a Governmental Authority or other entity is not a condition or prerequisite to so notify the Indemnifying Person shall relieve the Indemnifying Person of its Person's obligations under this Article 7 only to the extent, if at all, that it is prejudiced by reason of such delay or failureArticle. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 Person. The Indemnified Person's right to participate in the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriatedefense or response to any Proceeding should not be deemed to limit or otherwise modify its rights under this Article. In the event that the Indemnifying Person, within ten (10) business days after notice of any such action or claimProceeding, does not fails to acknowledge its obligation to indemnify hereunder and to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such actionProceeding. As a condition to asserting any rights under this Article, each of the Purchasers' Indemnified Persons must appoint Enterra, and each of the Seller's Indemnified Persons must appoint Xxxxxx, as their sole agents for all matters relating to any claim under this Article. Subject to compliance with the time limitations set forth in Section 9.1 hereof, the Indemnified Person's failure to give prompt written notice to the Indemnifying Person of any actual, threatened or proceedingpossible demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Person of any liability which the Indemnifying Person may have to the Indemnified Person unless the failure to give such notice materially and adversely prejudiced the Indemnifying Person.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 Section 10 against an any indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 Section 10 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten (10) days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 10 to the contrary notwithstandingnot withstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or 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 action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding. As a condition to asserting any rights under this Section 10, each of Standard's Indemnified Person must appoint Standard and each of the Shareholders' Indemnified Person must appoint the Shareholders, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any third party demand, claim, action action, suit, investigation or proceeding shall be brought or asserted under this Article 7 Section 9.2 or 9.3 against an indemnified party Buyer or any successor thereto of its Affiliates or Seller or any of its Affiliates, respectively (the each an "Indemnified Person") ), in respect of which indemnity may be sought under this Article 7 either such Section from an the relevant indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such action, suit, investigation or proceeding to the Indemnifying Person Person, who shall have assume the right to assume its defense, defense thereof (including the hiring employment of counsel reasonably satisfactory to the Indemnified Person Person) and the payment of all expensesexpenses related thereto; except provided, however, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it the Indemnifying Person is materially prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actionssuch action, claims suit, investigation or proceedings proceeding and to participate in the defense thereof, but the fees and expenses disbursements of such separate counsel shall be at the expense of borne by the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriateinappropriate (in which later case the fees and disbursements of such separate counsel shall be at the expense of the Indemnifying Person). In the event that the Indemnifying Person, within ten (10) days after notice of any such action action, suit, investigation or claimproceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim suit, investigation or proceeding for the account of the Indemnifying Person, subject to the right of and all costs, fees and expenses thereof shall be deemed Claims for which the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereofshall be responsible. Anything in this Article 7 Section to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action action, suit, investigation or claim proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingorder thereunder.

Notice and Defense of Third Party Claims. If any Losses resulting from the assertion of liability by third party demandparties (each, claim, action or proceeding a “Third Party Claim”) shall be brought or asserted under this Article 7 against an indemnified party or subject to the following terms and conditions: (a) The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or Third Party Claim that might give rise to any successor thereto (the "Indemnifying Person"), Loss by the Indemnified Person shall give prompt written notice Persons, stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known. 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 that may have been served, any written demand or any other document or instrument. Notwithstanding the foregoing, the failure to provide notice as aforesaid to the Indemnifying Person who Persons will not relieve the Indemnifying Persons from any liability which they may have to the Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure directly results in the loss or compromise of any rights or defenses of the Indemnifying Persons and the Indemnifying Persons did not have Knowledge of such action or claim). (b) The Indemnifying Persons shall have the right to assume its defensethe defense of any such Third Party Claim. Notwithstanding the foregoing, including the hiring Indemnifying Persons may not assume the defense of any such Third Party Claim if the claim (i) is reasonably likely to result in imprisonment of the Indemnified Persons, (ii) is reasonably likely to result in a criminal penalty or fine against the Indemnified Persons, the consequences of which would be reasonably likely to have a Material Adverse Effect on the Indemnified Persons unrelated to the size of such penalty or fine, or (iii) is reasonably likely to result in an equitable remedy which would be reasonably likely to have a Material Adverse Effect on the Indemnified Persons. If Indemnifying Persons assume the defense of such Third Party Claim, such Indemnifying Persons shall conduct such defense diligently, shall have full and complete control over the conduct of such proceeding on behalf of the Indemnified Persons and shall, in their sole discretion, have the right to decide all matters of procedure, strategy, substance and settlement relating to such proceeding, provided, however, that (A) any counsel chosen by such Indemnifying Persons to conduct such defense shall be reasonably satisfactory to the Indemnified Person Persons and the payment of all expenses; except that any delay or failure to so notify (B) the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall Persons will not, without the written consent of the Indemnified Person's prior consentPersons, settle or compromise any action or claim or consent to the entry of any judgment or enter into any settlement with respect to the matter which does not include a provision whereby the plaintiff or the claimant in the matter releases the Indemnified Persons from all liability with respect thereto. The Indemnified Persons may participate in such proceeding and retain separate co-counsel at their sole cost and expense, provided, however, that the Indemnifying Persons shall be responsible for the fees and expenses of one separate co-counsel for the Indemnified Persons to the extent the Indemnified Persons are advised by counsel that either (1) the counsel the Indemnifying Persons have selected has a conflict of interest or (2) there are legal defenses available to the Indemnified Persons that are different from or additional to those available to the Indemnifying Persons. The failure of the Indemnifying Persons to notify the Indemnified Persons of their election to defend any action, such Third Party Claim within 30 calendar days after written notice of the Third Party Claim shall have been given to such Indemnifying Persons by the Indemnified Persons shall be deemed a waiver by such Indemnifying Persons of their right to defend such claim or proceeding action. (c) If no Indemnifying Persons are permitted to, or elect to, assume or pursue the defense of, a Third Party Claim, the Indemnified Persons shall diligently defend against such Third Party Claim in such manner as they may deem appropriate and, in such event, the Indemnifying Persons shall promptly reimburse the Indemnified Persons for anything other than money damages paid all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the Indemnifying Person. The Indemnifying Person mayIndemnified Persons in connection with the defense against such Third Party Claim, as such costs and expenses are incurred; provided, however, that the Indemnified Persons will not, without the Indemnified Person's prior consentwritten consent of the Indemnifying Persons, settle or compromise any such action, claim or proceeding or consent to the entry of any judgment or enter into any settlement with respect to any the matter, which consent shall not be unreasonably withheld. Any counsel chosen by such action or claim that requires solely the payment of money damages by Indemnified Persons to conduct such defense must be reasonably satisfactory to the Indemnifying Person Persons and only one counsel shall be retained to represent all Indemnified Persons in an action (except that includes as if litigation is pending in more than one jurisdiction with respect to an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingone such counsel may be retained in each jurisdiction in which such litigation is pending).

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be ---------------------------------------- brought or asserted under this Article 7 Section 13.4 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 13 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that the representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying PersonPersons, subject to the right of the Indemnifying Person to assume assume, at its expense, the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 13 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in with respect of to such action, claim or proceedingProceeding.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "“Indemnified Person"Persons”) in respect of which indemnity may be sought under this Article 7 11 from an indemnifying person or and/or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof of any such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 obligation hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person shall in good faith determine an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice notice, of any such action or claim, does not fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 11 to the contrary notwithstandingwithstanding, the Indemnifying Person Persons shall not, without the Indemnified Person's Persons’ prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's ’s prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof the for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and each Seller’s Indemnified Person must appoint Xxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any third A party demand, claim, action or proceeding shall be brought or asserted seeking indemnification under this Article 7 against an indemnified party or any successor thereto IX (the "Indemnified PersonIndemnitee") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, and the Indemnitor shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person Indemnitee and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person Indemnitor shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person Indemnitee shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person Indemnitee unless both the Indemnified Person Indemnitee and the Indemnifying Person Indemnitor are named as parties and the Indemnified Person Indemnitee shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying PersonIndemnitor, within ten days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person Indemnitee shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereofIndemnitor. Anything in this Article 7 IX to the contrary notwithstanding, the Indemnifying Person Indemnitor shall not, without the Indemnified PersonIndemnitee's prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying PersonIndemnitor. The Indemnifying Person Indemnitor may, without the Indemnified PersonIndemnitee's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person Indemnitor and that includes as an unconditional term thereof the release by the claimant or the plaintiff of against the Indemnified Person Indemnitee from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or proceeding shall be brought or asserted under this Article 7 VI against an indemnified party or any successor thereto (the "Indemnified Person") Party in respect of which indemnity may be sought under this Article 7 VI from an indemnifying person Indemnifying Party or any successor thereto (the "Indemnifying Person")thereto, the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume to the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 VI to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior written consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim except such 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 Section 6 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 Section 6 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 Section 6 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 6 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any third party demand, claim, action or proceeding and for all damages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. If (a) In the event any action, suit or proceeding is brought by a third party demandagainst an Indemnified Person, claimwith respect to which an Indemnifying Person may have liability under Section 6.2, action the action, suit or proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (shall, upon the "Indemnified Person") in respect written agreement of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 only to the extent, if at all, that it is prejudiced 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 reason of such delay or failureIndemnifying Person. The Indemnified Person Persons shall have the right to employ separate its or their own counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereofsuch case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Persons, unless (i) the Indemnified Person unless both the Indemnified Person and employment of such counsel shall have been authorized in writing by the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume connection with the defense of such action, claim suit or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlementproceeding, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, (ii) the Indemnifying Person shall notfail actively and diligently to defend such action, without suit or proceeding, (iii) the Indemnified Person's prior consentPersons shall have reasonably concluded that such action, settle suit or compromise any action proceeding involves to a significant extent matters beyond the scope of the indemnity agreement contained in Section 6.2 or claim (iv) the Indemnified Persons shall have reasonably concluded that there may be one or consent more legal or equitable defenses available to the entry of any judgment with respect Indemnified Persons which are different from or additional to any action, claim or proceeding for anything other than money damages paid by those available to the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise in any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by which events the Indemnifying Person and that includes as an unconditional term thereof shall not have the release by right to direct the claimant or the plaintiff of the Indemnified Person from all liability in respect defense of such action, claim suit or proceeding.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

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 Section 9.1 or 9.2 against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 Section 9.1 or 9.2 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 Section 9.1 or 9.2 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereofthereof or having undertaken the defense thereof fails to continue the defense of such action or claim, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 9.3 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior consent, which shall not be unreasonably withheld or delayed, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's ’s prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any third party demand, claim, action or proceeding and for all damages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Action shall be ---------------------------------------- brought or asserted under this Article 7 VII against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 VII from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Action to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Action 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by counsel for the same counsel is Indemnifying Person inappropriate. The Indemnified Person's right to participate in the defense or response to any Action shall not be deemed to limit or otherwise modify its rights under this Article VII. In the event that the Indemnifying Person, within ten five days after notice of any such action or claimAction, does not fails in writing to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Action for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 VII to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Action or consent to the entry of any judgment with respect to any action, claim or proceeding Action 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 action, claim or proceeding Action or consent to entry of any judgment with respect to any such action or claim Action 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingAction.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person Person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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. In addition, actual or threatened action by a Governmental Authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate, as evidenced by the written opinion of outside counsel to the Indemnified Person. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten 15 days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim or proceeding for anything other than money damages paid by however, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.,

Notice and Defense of Third Party Claims. If any third party demand, claim, action Claim shall be made or proceeding any Proceeding shall be brought or asserted under this Article 7 by a third party (including, without limitation, any Governmental Authority) against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 VIII from an indemnifying person party or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Claim or Proceeding to the Indemnifying Person who shall have the right to assume its defensePerson; provided, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten 30 days after notice of any such action Claim or claimProceeding, does not admits in writing to the Indemnified Person the obligation of the Indemnifying Person to indemnify the Indemnified Person with respect thereto and to assume the defense thereof, the Indemnifying Person shall have the right to undertake the defense, compromise or settlement of such Claim or Proceeding. Otherwise, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such actionClaim or Proceeding, claim or proceeding for the account of and the Indemnifying PersonPerson shall be bound thereby, subject provided that if at any time thereafter the Indemnifying Person admits in writing to the right Indemnified Person the obligation of the Indemnifying Person to indemnify the Indemnified Person with respect to such Claim or Proceeding and to assume the defense thereof, then, to the extent it does not materially prejudice the Indemnified Person with respect to the Claim or Proceeding, the Indemnifying Person shall, after the date of delivery of such action, claim or proceeding with counsel reasonably satisfactory writing to the Indemnified Person at any time prior Person, have the right to undertake the settlementdefense, compromise or final determination settlement of such Claim or Proceeding, but shall be bound by any actions of the Indemnified Person prior to such date. If the Indemnifying Person undertakes the defense of the Claim or Proceeding pursuant to either of the preceding two sentences, the Indemnified Person shall have the right to employ separate counsel in such Claim or Proceeding and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Person unless counsel for the Indemnified Person shall have advised the Indemnified Person in writing that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. The Indemnified Person's right to participate in the defense or response to any Claim or Proceeding should not be deemed to limit or otherwise modify its obligations under this Article VIII. If the Indemnified Person undertakes the defense of the Claim or Proceeding, the Indemnifying Person shall have the right, at the Indemnifying Person's expense, to participate in the defense thereof. Anything in this Article 7 VIII to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consentwritten consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any action Claim or claim Proceeding or consent to the entry of any judgment with respect to any action, claim Claim or proceeding for anything other than Proceeding unless the settlement or compromise involves only (i) payment of money damages paid solely by the Indemnifying Person, and (ii) a full and complete release of the Indemnified Person in form and substance reasonably acceptable to the Indemnified Person. The If the Indemnifying Person mayadmits in writing to the Indemnified Person the obligation of the Indemnifying Person to indemnify the Indemnified Person with respect to a Claim or Proceeding and to assume the defense thereof, and thereafter assumes the defense pursuant to the provisions of this Section 8.5, then the Indemnified Person shall not thereafter, without the Indemnified Indemnifying Person's prior consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any such action, claim Claim or proceeding or consent Proceeding. Without regard to entry which party has undertaken the defense of any judgment with respect to any such action Claim or claim that requires solely the payment of money damages by Proceeding, 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 action, claim shall reasonably cooperate with each other regarding any Claim or proceedingProceeding brought or asserted by a third party.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified PersonINDEMNIFIED PERSON") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying PersonINDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten five days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such actionProceeding. As a condition to asserting any rights under this Article, each of the Purchaser's Indemnified Persons must appoint the Purchaser, and each of the Shareholders' Indemnified Persons must appoint the Shareholders' Representatives, as their sole agent for all matters relating to any claim or proceedingunder this Article.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 8 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 8 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 8 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 8 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person Person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such Proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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. In addition, actual or Threatened action by a Governmental Authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings Proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten (10) days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim or proceeding for anything other than money damages paid by however, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified -------- ------- Person's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingProceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action action, suit, investigation or proceeding shall be brought or asserted under this Article 7 Section 10.2 or 10.3 against an indemnified party Buyer or any successor thereto of its Affiliates or Seller or any of its Affiliates, respectively (the each an "Indemnified Person") ), in respect of which indemnity may be sought under this Article 7 either such Section from an the relevant indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such action, suit, investigation or proceeding to the Indemnifying Person Person, who shall have assume the right to assume its defense, defense thereof (including the hiring employment of counsel reasonably satisfactory to the Indemnified Person Person) and the payment of all expensesexpenses related thereto; except provided, however that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it the Indemnifying Person is materially prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actionssuch action, claims suit, investigation or proceedings proceeding and to participate in the defense thereof, but the fees and expenses disbursements of such separate counsel shall be at the expense of borne by the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriateinappropriate (in which later case the fees and disbursements of such separate counsel shall be at the expense of the Indemnifying Person). In the event that the Indemnifying Person, within ten (10) days after notice of any such action action, suit, investigation or claimproceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim suit, investigation or proceeding for the account of the Indemnifying Person, subject to the right of and all costs, fees and expenses thereof shall be deemed Claims for which the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereofshall be responsible. Anything in this Article 7 Section to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action action, suit, investigation or claim proceeding or consent to the entry of any judgment with respect or order thereunder. Notwithstanding any other provision herein to any actionthe contrary, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The no Indemnifying Person mayshall be required to Indemnify an Indemnified Person for any judgment issued by any judicial, without administrative, arbitral or other body until such judgment represents a final, unappealable judgment of such body of competent jurisdiction over the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingParty.

Notice and Defense of Third Party Claims. If any third party demandaction, claim, action claim or ---------------------------------------- proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 12 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such action or claim to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that the representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying PersonPersons, subject to the right of the Indemnifying Person to assume assume, at its expense, the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 12 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, not to be unreasonably withheld, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding subject to this Section 12.4: (x) relating to Taxes; or (y) as to any other matter, for anything other than money damages paid by the Indemnifying Person. The As to any action, claim or proceeding subject to this Section 12.4, except as to matters relating to Taxes (for which the consent of the Indemnified Person shall be required, such consent not to be unreasonably withheld), the Indemnifying Person may, without the Indemnified Person's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in with respect of to such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action ---------------------------------------- claim or proceeding shall be brought or asserted under this Article 7 X against an indemnified party or any successor thereto (the each, an "Indemnified Person") in ------------------ respect of which indemnity may be sought under this Article 7 X from an indemnifying person Person or any successor thereto (the each, an "Indemnifying Person"), the Indemnified Person shall give prompt written ------------------- notice thereof of such claim or proceeding to the Indemnifying Person in accordance with Section 10.01 or 10.02, as applicable, who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided that any delay or failure so to so -------- notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person's right to participate in the defense or response to any claim or proceeding should not be deemed to limit or otherwise modify its obligations under this Article X. In the event that the Indemnifying Person, within ten fifteen (15) days after notice of any such action claim or claimproceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Personproceeding, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 X to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action claim or claim proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid proceeding. In the event the Indemnifying Party exercises the right to undertake any such defense against any claim hereunder, the Indemnified Person shall cooperate with the Indemnifying Person in such defense and make available to the Indemnifying Person all witnesses, pertinent records, materials and information in the Indemnified Person's possession or reasonably available to the Indemnified Person or under the Indemnified Person's control relating thereto as is reasonably requested by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof of such proceeding to the Indemnifying Person Person, who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 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 Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that there exists actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Article. Except as set forth in the immediately following sentence, the Indemnified Person shall not, without the Indemnifying Person's prior written consent, settle or compromise any proceeding or consent to the entry of any judgment. In the event that the Indemnifying Person, within ten (10) business days after notice of any such action or claimproceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim proceeding or consent to the entry of any judgment with respect to any action, claim or 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 action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim proceeding 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 plaintiff of the Indemnified Person from all liability in respect of such actionproceeding. As a condition to asserting any rights under this Article, each of the Indemnified Purchaser Parties must appoint Purchaser, and each of the Indemnified Seller Parties must appoint Seller, as the case may be, as their sole agents for all matters relating to any claim or proceedingunder this Article.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 Section 9.1 or 9.2 against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 Section 9.1 or 9.2 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 Section 9.1 or 9.2 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 Section 9.3 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's ’s prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any third party demand, claim, action or proceeding and for all damages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. (a) If any third party demand, claim, action or proceeding (other than a proceeding described in Section 6.5(b)) shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "Indemnifying Person")) pursuant to any civil or regulatory proceeding, the Indemnified Person shall give prompt written notice thereof of such proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is materially 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. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person'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 Article. In the event that the Indemnifying Person, within ten 20 days after notice of any such action or claimproceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim proceeding or consent to the entry of any judgment with respect to any actionproceeding. (b) Notwithstanding the foregoing, claim if any proceeding shall be brought or asserted under this Article against an Indemnified Person in respect of which indemnity may be sought under this Article from an Indemnifying Person pursuant to a regulatory proceeding for anything other than money damages paid by or any criminal proceeding, the Indemnifying Indemnified Person shall assume the defense thereof, including the employment of counsel, all at the expense of the Indemnified Person. The Indemnifying Person mayPerson, without at its expense, shall have the right to employ separate counsel and participate in the defense thereof, subject to the Indemnified Person's right to control such proceeding. The Indemnified Person shall not, without the Indemnifying Person's prior written consent, which will not be unreasonably withheld, settle or compromise any such action, claim or proceeding or consent to the entry of any judgment with respect to any such action or claim proceeding that requires solely the payment of money damages. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding or claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such proceeding or claim, but the Indemnifying Person and that includes as an unconditional term thereof the release will not be bound by the claimant any determination of a proceeding or the plaintiff of the Indemnified Person from all liability in respect of such action, claim so defended or proceedingany compromise or settlement effected without its consent.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding Proceeding shall be brought or asserted under this Article 7 by a third party against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 VII from an indemnifying person or any successor thereto (the "Indemnifying Person")) pursuant to a Proceeding, the Indemnified Person shall give prompt written notice thereof (in no event to exceed twenty (20) days) of such Proceeding to the Indemnifying Person Person, who shall have the right be entitled to assume its defensethe defense thereof, including the hiring employment of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Person and the payment of all expenses; except . If the Indemnifying Person undertakes to defend any Proceeding, it shall promptly notify the Indemnified Person of its intention to do so and the Indemnified Person shall cooperate with the Indemnifying Person and its counsel in the defense thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Person with any books, records or information reasonably requested by the Indemnifying Person that are in the Indemnified Person's possession or control. After the Indemnifying Person has notified the Indemnified Person of its intention to defend any delay or failure to so notify such Proceeding, the Indemnifying Person shall relieve not be liable for any additional legal or other expenses incurred by the Indemnifying Indemnified Person of its obligations under this Article 7 only to the extent, if at all, that it is prejudiced by reason in connection with any defense or settlement of such delay or failureProceeding. The An Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereof, but the fees and expenses of such counsel shall be any Proceeding at the expense of the Indemnified Person unless both the Indemnified Person and its own expense; provided that the Indemnifying Person are named as parties and Party shall control the Indemnified Person shall in good faith determine that representation by defense of any Proceeding after it undertakes the same counsel is inappropriatedefense. In the event that the Indemnifying Person, within ten twenty (20) days after notice of any such action or claimProceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person Proceeding at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 VII to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes includes, as an unconditional term thereof thereof, the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceedingProceeding.

Notice and Defense of Third Party Claims. (a) If any third party demand, claim, action or proceeding (other than a proceeding described in Section 6.5(b)) shall be brought or asserted under this Article 7 against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article 7 from an indemnifying person or any successor thereto (the "“Indemnifying Person")”) pursuant to any civil or regulatory proceeding, the Indemnified Person shall give prompt written notice thereof of such proceeding to the Indemnifying Person who shall have assume the right to assume its defensedefense thereof, including the hiring employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 hereunder only to the extent, if at all, that it is materially 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. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person’s obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and the Indemnified Person shall in good faith determine that there exist actual or potential conflicts of interest which make representation by the same counsel is inappropriate. The Indemnified Person’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 Article. In the event that the Indemnifying Person, within ten 20 days after notice of any such action or claimproceeding, does not fails to assume the defense thereof, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's ’s prior written consent, settle or compromise any action or claim proceeding or consent to the entry of any judgment with respect to any actionproceeding. (b) Notwithstanding the foregoing, claim if any proceeding shall be brought or asserted under this Article against an Indemnified Person in respect of which indemnity may be sought under this Article from an Indemnifying Person pursuant to a regulatory proceeding for anything other than money damages paid by or any criminal proceeding, the Indemnifying Indemnified Person shall assume the defense thereof, including the employment of counsel, all at the expense of the Indemnified Person. The Indemnifying Person, at its expense, shall have the right to employ separate counsel and participate in the defense thereof, subject to the Indemnified Person’s right to control such proceeding. The Indemnified Person mayshall not, without the Indemnified Indemnifying Person's ’s prior written consent, which will not be unreasonably withheld, settle or compromise any such action, claim or proceeding or consent to the entry of any judgment with respect to any such action or claim proceeding that requires solely the payment of money damages. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a proceeding or claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such proceeding or claim, but the Indemnifying Person and that includes as an unconditional term thereof the release will not be bound by the claimant any determination of a proceeding or the plaintiff of the Indemnified Person from all liability in respect of such action, claim so defended or proceedingany compromise or settlement effected without its consent.

Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 7 9 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 7 9 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations under this Article 7 9 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense thereof, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 7 9 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person's prior consent, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person's prior consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or 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 plaintiff of the Indemnified Person from all liability in respect of such action, claim or proceeding.