Common use of Notice and Opportunity to Defend Third Party Claims Clause in Contracts

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's ’s Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's ’s liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after discovery or receipt by any party hereto Party (the "“Indemnitee"”) of notice of any demand, claim, or circumstance or Tax Audit which that would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding proceeding, or investigation (an “Asserted Liability”) that may result in a Loss (an "Asserted Liability")Indemnifiable Loss, the Indemnitee shall give written notice thereof of any action, proceeding, or investigation (the "“Claims Notice"”) to the party or parties Party obligated to provide indemnification pursuant to Sections 6.2, Section 9.2 or 6.3 Section 9.3 (collectively, the "Indemnifying Party"“Indemnitor”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Indemnifiable Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party Indemnitor may elect to compromise or defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party elects to compromise or defend such the Asserted Liability, it shall within ten (10) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so. In that event, and the Indemnitee shall cooperate, at the expense of the Indemnifying PartyIndemnitor, in the compromise of or defense against the Asserted Liability and at its option also may choose to participate in that defense or compromise through counsel of such Asserted Liabilityits choosing at its own expense. If the Indemnifying Party Indemnitor elects not to compromise or defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided provided, or contests its obligation to indemnify under this Agreement with respect to such Asserted LiabilityAgreement, the Indemnitee may pay, compromise compromise, or defend such the Asserted Liability at Liability, subject to the sole cost terms and expense conditions of the Indemnifying Partythis Section 9.4(b). Notwithstanding the foregoing, neither the Indemnifying Party Indemnitor nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other; provided, provided however, that (i) consent to settlement or compromise shall not be unreasonably withheld or delayed and (ii) the Indemnitee Indemnitor only may settle or compromise any claim as to which claims for monetary damages without the Indemnifying Party has failed to notify consent of the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunderIndemnitee. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party Indemnitor chooses to defend any Asserted Liabilityclaim, the Indemnitee shall cooperate with and make available to the Indemnifying Party Indemnitor any books, records records, or other documents within its control that are necessary or appropriate for such its defense. Any Losses . (c) Notwithstanding any other provision of this Agreement to the contrary, the Indemnitor shall not be required to indemnify the Indemnitee to the extent the Indemnitor’s position is prejudiced as a result of any unreasonable delay of the Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand thereforin providing any Claims Notice to the Indemnitor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claimclaim by, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted LiabilityASSERTED LIABILITY"), the Indemnitee shall give notice thereof (the "Claims NoticeCLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, 6.2 or 6.3 (collectively, the "Indemnifying PartyINDEMNIFYING PARTY"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided PROVIDED that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (aA) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.1 or 6.3 7.2 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby. (bB) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over without the reasonable written objection consent or approval of the other, provided that which consent or approval shall not be unreasonably withheld or delayed. In any event, the Indemnitee may settle or compromise any claim as to which and the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel satisfactory to Indemnitee, any Asserted Liability unless: Liability, unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; , or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by Party; provided, however, that the Indemnifying Party on behalf of shall not be permitted to make such election if the IndemniteeIndemnifying Party fails to provide Indemnitee with evidence reasonably acceptable to Indemnitee that the Indemnifying Party will have the financial resources to defend against the Asserted Liability and fulfill its indemnification obligations hereunder. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) calendar days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party assumes the defense against any Asserted Liability it will be conclusively established for purposes of this Agreement that such Asserted Liability is within the scope of, and subject to, indemnification. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b7.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided provided, however, that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) as herein provided or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "“Indemnitee"”) of notice of any demand, claim, circumstance or Tax Audit audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "“Asserted Liability"”), the Indemnitee shall give notice thereof (the "“Claims Notice"”) to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "“Indemnifying Party"”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's ’s Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's ’s liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "ASSERTED LIABILITY") that may result in a Loss (an "Asserted Liability")Loss, the Indemnitee shall give prompt notice thereof (the "Claims NoticeCLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying PartyINDEMNIFYING PARTY"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided PROVIDED that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto The Buyer Indemnified Party or the Seller Indemnified Party, as applicable (the "Indemnitee") of notice of any demand“Indemnified Party”), claim, circumstance or Tax Audit which would or might give rise to a claim, or shall promptly notify in writing the commencement indemnifying party (or threatened commencementthe “Indemnifying Party”) of any actionmatter giving rise to an obligation to indemnify, proceeding or investigation that may result in a Loss (an "Asserted Liability"), specifying the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide basis on which indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemniteeis sought. (b) The If the claim for indemnification does not involve a Third Party Claim, the Indemnifying Party may elect shall have twenty (20) days to defend, at its own expense object to such claim by delivery of a written notice of such objection to the Indemnified Party specifying the basis for such objection. Failure to timely so object shall constitute a final and with its own counsel, any Asserted Liability unless: (i) binding acceptance by the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion Indemnifying Party of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee claim and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting shall pay such defense; or (y) the Indemnitee shall have one or more defenses not claim by wire transfer of immediately available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall funds within ten (10) days after such twenty (20) day period or, if later, the date the amount of such claim is determined. (c) If the claim for indemnification involves a Third Party Claim, such Third Party Claim shall be subject to the following terms and conditions: (i) The Indemnifying Party shall have thirty (30) days (or sooner, if the nature such lesser time as may be necessary to comply with statutory response requirements for litigation claims) from receipt of the Asserted Liability so requiresclaim (the “Notice Period”) to notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Indemnified Party, in the defense of such Asserted Liability. If (x) whether or not the Indemnifying Party elects not disputes its Liability to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement Indemnified Party with respect to such Asserted LiabilityThird Party Claim, and (y) notwithstanding any such dispute, whether or not the Indemnitee may payIndemnifying Party desires, compromise or defend such Asserted Liability at the its sole cost and expense expense, to defend the Indemnified Party against such Third Party Claim. (ii) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Third Party Claim then the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion in such a manner as to minimize the risk of the Indemnified Party becoming subject to Liability for any significant matter. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If in the reasonable opinion of this Indemnified Party, any such Third Party Claim or the litigation or resolution of any such Third Party Claim involves an issue or matter which could have a material adverse effect on the Indemnified Party, including, without limitation, the administration of the Tax Returns of the Indemnified Party or a dispute with a significant customer or supplier of the Business, then the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party. Notwithstanding If the foregoingIndemnified Party should elect to exercise such right, neither the Indemnifying Party nor shall have the Indemnitee may settle right to participate in, but not control, the defense or compromise any settlement of such claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which at its sole cost and expense. (iii) Except where the Indemnifying Party has failed to notify the Indemnitee of disputes its election Liability in a timely manner under this Section 6.4(b) or as to which 8.3(c), the Indemnifying Party shall be conclusively liable for the amount of any Loss resulting from such claim or defense which is contesting its indemnification obligations hereunder. If unsuccessful. (iv) The Indemnified Party and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid shall cooperate with each other in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered all reasonable respects in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in connection with the defense of any Third Party Claim, including making available records relating to such Asserted Liability. In claim and management employees as may be reasonably necessary for the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in preparation of the defense of any such Asserted Liability. If the Indemnifying claim or for testimony as witness in any proceeding relating to such Third Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Claim. (v) No settlement of a Third Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder Claim shall be paid upon made without the prior written demand thereforconsent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) Within ten (10) days following receipt by the Purchaser of notice of the assertion of any action or claim against the Purchaser by a person not a party hereto to this Agreement, or (b) the discovery by the Purchaser of any Loss giving rise to indemnification hereunder, in each case with respect to which the Purchaser expects to make a request for indemnification hereunder, the Purchaser (the "IndemniteeIndemnified Party") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof the Selling Shareholder (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability ) written notice describing such action, claim or Loss in reasonable detail (an "Indemnification Notice"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, then the Indemnifying Party's liability with respect to such action, claim or Loss shall indicate the amount (estimated, if necessary, and be reduced to the extent feasible) of such prejudice. Except as otherwise provided in this Section 7.02, the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect shall have the right, at its option, to defend, at its own expense and with through counsel of its own choosing, and to control the defense of any such action or claim against the Indemnified Party; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such action or claim and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorneys' fees, costs and expenses of such counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent shall no longer be entitled to select counsel with respect to or negatively influence control the Indemnifying Party from impartially defense of such action or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemniteeclaim. If the Indemnifying Party elects intends to undertake to defend such Asserted Liabilityan action or claim against an Indemnified Party, it then the Indemnifying Party shall give a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within ten thirty (1030) days (or sooner, if the nature of the Asserted Liability Indemnification Notice to which such action or claim relates. Whether or not the Indemnifying Party chooses to so requires) notify defend such action or claim, the Indemnitee of its intent parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, attend such settlement or other conferences, discovery proceedings, mediations, hearings, trials and appeals and respond to do sosuch discovery and other requests as may be reasonably requested in connection therewith. The Indemnified Party shall not compromise or settle any action, and claim or Loss as to which indemnification hereunder is sought without the Indemnitee shall cooperate, at the expense prior written consent of the Indemnifying Party, in which consent shall not be unreasonably withheld. The Indemnifying Party shall not compromise or settle any action, claim or Loss as to which indemnification hereunder is sought without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding an election by the Indemnifying Party to assume the defense of any action or claim, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided action or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability claim at the sole cost and expense of the Indemnifying Indemnified Party. Notwithstanding anything contained herein to the foregoingcontrary, neither the Indemnified Party shall have the right to employ its own counsel in any action or claim, to control the defense of such action or claim and to require the Indemnifying Party nor to pay all reasonable fees and expenses of such counsel, if (a) the Indemnitee may settle or compromise any claim over the reasonable written objection use of the other, provided that the Indemnitee may settle or compromise any claim as to which counsel chosen by the Indemnifying Party has failed to notify represent the Indemnitee Indemnified Party would result in a conflict of its election under this Section 6.4(binterest for such counsel in the representation of the Indemnified Party, (b) the Indemnified Party shall not have assumed the defense of the action or as claim and employed counsel reasonably satisfactory to which the Indemnified Party within the time limits set forth herein, or (c) the Indemnifying Party is contesting its indemnification obligations hereunder. If shall authorize in writing the Indemnifying Indemnified Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then employ separate counsel at the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") Indemnified Party of notice of the assertion of any demand, claim, circumstance claim against such Indemnified Party by a Person not a party to this Agreement or Tax Audit which would or might give (b) the discovery by any Indemnified Party of any Loss giving rise to indemnification hereunder, in each case with respect to which such Indemnified Party expects to make a claimrequest for indemnification hereunder, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee such Indemnified Party shall give notice thereof (the "Claims Notice") to the party or parties that may become obligated to provide indemnification pursuant to Sections 6.2, or 6.3 hereunder (collectively, the "“Indemnifying Party"). The Claims Notice shall describe the Asserted Liability ”) written notice describing such Loss in reasonable detail and shall indicate an estimate of the amount thereof (estimatedan “Indemnification Notice”). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, if necessary, and the Indemnifying Party’s liability in respect of such Loss shall be reduced to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The such prejudice. Except as otherwise provided in this Section 9, such Indemnifying Party may elect shall have the right, at its option, to defend, at its own expense and with through counsel of its own counselchoosing, any Asserted such claim involving the asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Indemnified Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed shall have acknowledged its obligation to notify indemnify the Indemnitee party seeking indemnification hereunder; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. If counsel reasonably satisfactory to the Indemnified Party is not selected by the Indemnifying Party within thirty (30) days of any Indemnification Notice, then the Indemnified Party may select counsel to defend any such claim (provided that such counsel is reasonably satisfactory to the Indemnifying Party) and, in such event, the Indemnifying Party shall be responsible for and pay all reasonable attorney’s fees, costs and expenses of such counsel and all Losses arising from or relating to such claim, and the Indemnifying Party shall no longer be entitled to select counsel with respect to such claim. If any Indemnifying Party shall undertake to defend a claim asserted by a Person not a party to this Agreement, it shall give a notice (a “Defense Election Notice”) to the Indemnified Party of its election under this Section 6.4(bintention to do so within ten (10) or as business days of the Indemnification Notice to which it relates. Whether or not the Indemnifying Party does choose so to defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. So long as the Indemnifying Party is contesting its indemnification obligations hereunderdefending in good faith any such claim, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that any claim by a Person not a party to this Agreement offered or agreed to by such Indemnitee's Loss is paid in full Person, which settlement complies with the provisions of this Agreement, and the Indemnitee Indemnified Party refuses to consent to such settlement, then the Indemnifying Indemnity Party's ’s liability under this Agreement with respect to the Indemnitee shall be such claims is limited to the amount so offered or agreed to in settlement by such Person and the settlement. The Indemnifying Indemnified Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event must reimburse the Indemnifying Party elects for any additional costs of defense which the Indemnifying Party subsequently incurs with respect to defend any Asserted Liabilitysuch claim and all additional costs of settlement or judgment. Notwithstanding an election by an Indemnifying Party to assume the defense of such Proceeding, such Indemnified Party shall have the Indemnitee may participate, at its own expense, right to employ separate counsel and to participate in the defense of such Asserted Liability. In the event Proceeding, and the Indemnifying Party is not permitted shall bear the reasonable fees, costs, and expenses of such separate counsel (and shall pay such reasonable attorney’s fees, costs, and expenses at least quarterly), if (a) the use of counsel chosen by the Indemnitee Indemnifying Party to represent such Indemnified Party would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such Proceeding include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such Proceeding on behalf of the Indemnified Party); (c) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party in the exercise of the Indemnified Party’s reasonable judgment to represent such Indemnified Party within the time period referred to in the preceding sentence after notice of the institution of such Proceeding; (d) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend against any Loss; or (e) the Asserted LiabilityIndemnifying Party shall authorize such Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party’s cooperation shall be borne by the Indemnifying Party (provided that such cooperation is requested by the Indemnifying Party and such costs and expenses are approved in advance by the Indemnifying Party). In any event, it may nevertheless participate the Indemnified Party shall have the right at its own expense to participate in the defense of such Asserted Liabilityasserted Loss. If Notwithstanding anything herein to the contrary, if the Indemnifying Party chooses to defend any Asserted Liabilitydoes not give a Defense Election Notice within ten (10) business days of the Indemnification Notice, the Indemnitee Indemnified Party shall make available be free, in its sole discretion, to defend, compromise, or settle the claim for which indemnification is sought, and the Indemnifying Party shall pay all Losses incurred by the Indemnified Party arising from or relating to such Losses. Notwithstanding anything to the contrary herein, if an Indemnified Party determines in good faith that there is a reasonable probability that a Loss 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 Party may, by notice to the Indemnifying Party any booksParty, records assume the exclusive right to defend, compromise, or other documents within its control that are necessary or appropriate for settle such defense. Any Losses of any Indemnitee for which an Loss, but the Indemnifying Party is liable for indemnification hereunder shall will not be paid upon written demand thereforbound by any determination of a Loss so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld).

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel satisfactory to Indemnitee, any Asserted Liability unless: Liability, unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; , or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by Party; provided, however, that the Indemnifying Party on behalf of shall not be permitted to make such election if the IndemniteeIndemnifying Party fails to provide Indemnitee with evidence reasonably acceptable to Indemnitee that the Indemnifying Party will have the financial resources to defend against the Asserted Liability and fulfill its indemnification obligations hereunder. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) calendar days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.the

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give written notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 hereof (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to compromise or defend, at its own expense and with by its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense of against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted LiabilityAgreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyLiability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other; provided, provided however, that consent to settlement or compromise shall not be unreasonably withheld or delayed. In any event, the Indemnitee may settle or compromise any claim as to which and the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.compromise

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "ASSERTED LIABILITY") that may result in a Loss (an "Asserted Liability")Loss, the Indemnitee shall give written notice thereof (the "Claims NoticeCLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 hereof (collectively, the "Indemnifying PartyINDEMNIFYING PARTY"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to compromise or defend, at its own expense and with by its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense of against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted LiabilityAgreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyLiability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other; PROVIDED, provided HOWEVER, that consent to settlement or compromise shall not be unreasonably withheld or delayed. In any event, the Indemnitee may settle or compromise any claim as to which and the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense or compromise of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liabilityclaim, the Indemnitee shall cooperate with and make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (ai) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss Losses (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.29(b), or 6.3 9(c) (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss Losses that has been or may be suffered by the Indemnitee. (bii) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (iA) the Asserted Liability includes a Claim claim seeking an Order order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (iiB) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b9(d)(ii), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b9(d) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of ---------- notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted -------- Liability") that may result in a Loss (an "Asserted Liability")Loss, the Indemnitee shall give --------- prompt notice thereof (the "Claims Notice") to the party or parties ------------- obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the ------------------ Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: Liability, unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; , or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b7.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) as herein provided or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claimclaim by, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, 6.2 or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted LiabilityLiability (which election may include a reservation of rights), it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, ; provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any either party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) assertion of any actionclaim by a person not a party to this Agreement with respect to which such party hereto expects to make a request for indemnification under this Agreement, proceeding or investigation such party ("INDEMNIFIED PARTY") shall give the party that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties become obligated to provide indemnification pursuant to Sections 6.2, or 6.3 hereunder (collectively, the "Indemnifying PartyINDEMNIFYING PARTY") written notice describing such claim in reasonable detail ("INDEMNIFICATION NOTICE"). The Claims If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, the Indemnifying Party's liability in respect of such claim shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and be reduced to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The such prejudice. Except as otherwise provided in this Article IX, such Indemnifying Party may elect shall have the right, at its option, to defendcompromise or defend exclusively, at its own expense and with through counsel of its own counselchoosing, any Asserted Liability unless: (i) such matter involving the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion asserted liability of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Indemnified Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed shall have acknowledged its obligation to notify indemnify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its party seeking indemnification obligations hereunder. If the any Indemnifying Party desires shall undertake to accept compromise or defend any such asserted liability, it shall give a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability notice ("DEFENSE ELECTION NOTICE") to the Indemnitee shall be limited Indemnified Party of its intention to do so within thirty (30) business days of the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects Indemnification Notice to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is which it relates. (b) Whether or not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liabilityor prosecute a claim, the Indemnitee parties shall make available to cooperate in the defense or prosecution of any claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with the claim. So long as the Indemnifying Party any booksis defending a claim in good faith, records or other documents within its control that are necessary or appropriate for the Indemnified Party shall not compromise nor settle such defenseclaim. Any Losses of any Indemnitee for which Notwithstanding an election by an Indemnifying Party is liable for indemnification hereunder to assume the defense of such action or proceeding, such Indemnified Party shall have the right to employ (at such Indemnified Party's sole cost and expense) separate counsel and to participate (at such Indemnified Party's sole cost and expense) in the defense of such action or proceeding. (c) Notwithstanding anything to the contrary herein, if the Indemnifying Party does not give a Defense Election Notice within thirty (30) days of the Indemnification Notice, the Indemnified Party shall be paid upon written demand thereforfree, in its sole discretion, to defend, compromise or settle the claim for which indemnification is sought.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's ’s Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's ’s liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (ai) Within ten (10) days following Promptly after receipt by any party Party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claimclaim by, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give prompt written notice thereof (the "Claims Notice") to the party or parties Party obligated to provide indemnification pursuant to Sections 6.2, VII(A) or 6.3 VII(B) (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to provide a Claims Notice to the Indemnifying Party as herein provided shall not relieve the Indemnifying Party of it obligations under this Section VII, unless and then only to the extent that the Indemnifying Party is materially prejudiced by such failure. (bii) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: : (i1) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, ; or (ii2) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: (xy) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; or (yz) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only (provided, however, that none of these exceptions shall apply to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeClaims described in Sections VII.A.(iii), (iv) and/or (v) or Section VII.B(iii)). If the Indemnifying Party elects to defend such Asserted Liability, then it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(bVII(C)(ii), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, then the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party, provided that the Indemnitee has notified the Indemnifying Party of the claim and has consulted with the Indemnifying Party concerning the defense thereof. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, ; provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(bVII(C)(ii) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, then the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor. The foregoing notwithstanding, neither Party shall settle, compromise or take any other action with respect to any Claim unless it, with respect to Licensee, has no adverse impact on the Neural Network, or unless it, with respect to Licensor, has no adverse impact on any Improvement; and unless it otherwise contains an unconditional release of the other Party or is otherwise consented to by such other Party (such consent not to be unreasonably withheld).

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claimClaim, circumstance or Tax Audit audit which would or might give rise to a claim, Claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a substantial conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more significant defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. If the Indemnifying Party is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party provided, that, with respect to any litigated issue the Indemnifying Party shall not be required to pay the legal fees and costs of more than one law firm. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim Claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) as herein provided or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 8.2 or 6.3 8.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel satisfactory to Indemnitee, any Asserted Liability unless: Liability, unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; , or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by Party; provided, however, that the Indemnifying Party on behalf of shall not be permitted to make such election if the IndemniteeIndemnifying Party fails to provide Indemnitee with evidence reasonably acceptable to Indemnitee that the Indemnifying Party will have the financial resources to defend against the Asserted Liability and fulfill its indemnification obligations hereunder. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) calendar days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party assumes the defense against any Asserted Liability it will be conclusively established for purposes of this Agreement that such Asserted Liability is within the scope of, and subject to, indemnification. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b8.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided provided, however, that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) as herein provided or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly ------------------------------------------------------ after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, 12.02 or 6.3 12.03 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x1) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y2) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b)12.05, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, ; provided that the Indemnitee may settle or compromise any claim as to -------- which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) 12.05 or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid promptly upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (ai) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss Losses (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.29(b), or 6.3 9(c) (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss Losses that has been or may be suffered by the Indemnitee. (bii) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim claim seeking an Order order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.or

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any either party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) assertion of any actionclaim by a person not a party to this Agreement with respect to which such party hereto expects to make a request for indemnification under this Agreement, proceeding or investigation such party ("INDEMNIFIED PARTY") shall give the party that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties become obligated to provide indemnification pursuant to Sections 6.2, or 6.3 hereunder (collectively, the "Indemnifying PartyINDEMNIFYING PARTY") written notice describing such claim in reasonable detail ("INDEMNIFICATION NOTICE"). The Claims If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, the Indemnifying Party's liability in respect of such claim shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and be reduced to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The such prejudice. Except as otherwise provided in this Article X, such Indemnifying Party may elect shall have the right, at its option, to defendcompromise or defend exclusively, at its own expense and with through counsel of its own counselchoosing, any Asserted Liability unless: (i) such matter involving the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion asserted liability of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Indemnified Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed shall have acknowledged its obligation to notify indemnify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its party seeking indemnification obligations hereunder. If the any Indemnifying Party desires shall undertake to accept compromise or defend any such asserted liability, it shall give a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability notice ("DEFENSE ELECTION NOTICE") to the Indemnitee shall be limited Indemnified Party of its intention to do so within thirty (30) business days of the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects Indemnification Notice to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is which it relates. (b) Whether or not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liabilityor prosecute a claim, claim, the Indemnitee parties shall make available to cooperate in the defense or prosecution of any claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with the claim. So long as the Indemnifying Party any booksis defending a claim in good faith, records or other documents within its control that are necessary or appropriate for the Indemnified Party shall not compromise nor settle such defenseclaim. Any Losses of any Indemnitee for which Notwithstanding an election by an Indemnifying Party is liable for indemnification hereunder to assume the defense of such action or proceeding, such Indemnified Party shall have the right to employ (at such Indemnified Party's sole cost and expense) separate counsel and to participate (at such Indemnified Party's sole cost and expense) in the defense of such action or proceeding. (c) Notwithstanding anything to the contrary herein, if the Indemnifying Party does not give a Defense Election Notice within thirty (30) days of the Indemnification Notice, the Indemnified Party shall be paid upon written demand thereforfree, in its sole discretion, to defend, compromise or settle the claim for which indemnification is sought.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") Seller of notice of the assertion of any demand, claim, circumstance claim against such party by a Person (as defined below) not a party to this Agreement or Tax Audit which would or might give (b) the discovery by the Seller of any Loss giving rise to indemnification hereunder, in each case with respect to which the Seller expects to make a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")request for indemnification hereunder, the Indemnitee Seller shall give Purchaser written notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability describing such Loss in reasonable detail and shall indicate an estimate of the amount thereof (estimatedan "Indemnification Notice"). If the Seller fails to give the Indemnification Notice in a timely manner and the Purchaser is materially prejudiced in its defense by such failure, if necessary, and the Purchaser's liability in respect of such Loss shall be reduced to the extent feasible) of such prejudice. For purposes of this Agreement, the Loss that has been term "Person" shall mean any natural person, organization, firm, business, proprietorship, joint venture, corporation, limited liability company, partnership, association, trade group, trust, or may be suffered by other entity and any governmental agency or authority. Except as otherwise provided in this Article VII, the Indemnitee. (b) The Indemnifying Party may elect Purchaser shall have the right, at its option, to defend, at its own expense and with through counsel of its own counselchoosing, any Asserted Liability unless: such claim involving the asserted Loss of the Seller as to which the Purchaser shall have acknowledged its obligation to indemnify the party seeking indemnification hereunder. If counsel is not selected by the Purchaser within thirty (i30) days of any Indemnification Notice, then the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the IndemniteeSeller may select counsel to defend any such claim and, in such event, the Purchaser shall be responsible for and pay all attorney fees, costs, and expenses of such counsel and all Losses arising from or relating to such claim, and the Purchaser shall no longer be entitled to select counsel with respect to such claim. If the Purchaser shall undertake to defend a claim asserted by a Person not a party to this Agreement, it shall give a notice (a "Defense Election Notice") to the Seller of its intention to do so within twenty (20) business days of the Indemnification Notice to which case it relates. Whether or not the Indemnitee Purchaser does choose so to defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. So long as the Purchaser is defending in good faith any such claim, the Seller shall not compromise or settle such claim without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. The Seller shall have the right at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, participate in the defense of such Asserted Liabilityasserted Loss. If Notwithstanding anything herein to the Indemnifying Party elects contrary, if the Purchaser does not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason give a Defense Election Notice within twenty (20) business days of the first sentence of this Section 6.4(b)Indemnification Notice, fails the Seller shall be free, in its sole discretion, to notify defend, compromise, or settle the Indemnitee of its election as herein provided claim for which indemnification is sought, and the Purchaser shall pay all Losses incurred by the Seller arising from or contests its obligation to indemnify under this Agreement with respect relating to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand thereforLosses.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The rights of the Indemnifying Party to defend Asserted Liabilities under Section 6.4(b) in the case of Asserted Liabilities against CoMed or the Shareholders shall be exercised by the Requisite Shareholders. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: (x) that there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonablehereunder and provided further, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the if any Indemnitee refuses shall fail to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting monetary terms of any reasonable, final and complete proposed settlement or compromise of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnifying Party shall not thereafter be obligated to pay the Indemnitee in respect of such Asserted Liability under this Article 6 in excess of the amount it would have been required to pay to the Indemnitee in connection with such proposed settlement or compromise. In any event, the Indemnitee and the Indemnifying Party may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon within thirty (30) days following written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel satisfactory to Indemnitee, any Asserted Liability, but only if (A) the Indemnifying Party notifies the Indemnitee in writing within 30 days after the Indemnitee has given notice of the Asserted Liability unless: that the Indemnifying Party will indemnify the Indemnitee from and against the entirety of any Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Asserted Liability, (iB) the Indemnifying Party provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnifying Party will have the financial resources to defend against the Asserted Liability and fulfill its indemnification obligations hereunder, (C) the Asserted Liability includes a Claim seeking involves only money damages and does not seek an Order for injunction or other equitable relief, (D) settlement of, or declaratory relief against an adverse judgement with respect to, the Asserted Liability is not, in the good faith judgment of the Indemnitee, in which case likely to establish a precedential custom or practice adverse to the Indemnitee may at its own cost and expense and at its option defend continuing business interests of the portion Indemnitee, (E) the Indemnifying Party conducts the defense of the Asserted Liability seeking equitable or declaratory relief against the Indemniteeactively and diligently, or and (iiF) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a no conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; or , and (y) the Indemnitee shall have one or more no defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party assumes the defense against any Asserted Liability it will be conclusively established for purposes of this Agreement that such Asserted Liability is within the scope of, and subject to indemnification. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b7.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyParty if determined to be liable to the Indemnitee hereunder. Notwithstanding In any event, the foregoing, neither Indemnitee and the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance from any third party or Tax Audit parties which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party")) no later than five (5) business days after an executive officer of the Indemnitee became aware of such Asserted Liability, it being agreed that the failure to give such notice on a timely basis shall affect the obligations of the Indemnifying Party hereunder only to the extent it is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel reasonably acceptable to the Indemnitee, any Asserted Liability unless: Liability. Notwithstanding the foregoing, if (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the IndemniteeIndemnitee (or, in which case if the Indemnitee may at its own cost and expense and at its option defend Indemnity is the portion of Buyer, the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, Company) or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a actual conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only Party, the Indemnitee may elect to defend such Asserted Liability, at the Indemnifying Party's expense and with counsel reasonably acceptable to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do soso with counsel reasonably acceptable to the Indemnifying Party, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first second sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, ; provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such any Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee Each party shall make available to the Indemnifying Party other party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor. The Sellers acknowledge and agree that Stock shall have full power and authority to take, in the name and on behalf of the Sellers, any and all actions required or permitted to be taken by the Sellers under this Section 6.4.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claimclaim by, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted LiabilityASSERTED LIABILITY"), the Indemnitee shall give prompt written notice thereof (the "Claims NoticeCLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, 7.2 or 6.3 7.3 (collectively, the "Indemnifying PartyINDEMNIFYING PARTY"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b7.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party, provided the Indemnitee has notified the Indemnifying Party of the claim and has consulted with the Indemnifying Party concerning the defense thereof. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, ; provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b7.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by VTK or its Representatives (as defined below), including, without limitation, any party hereto (entity that has become a subsidiary of VTK pursuant to the "Indemnitee") Merger Agreement, of notice of any demand, claim, circumstance circumstance, examination, investigation, audit, suit, action, claim or Tax Audit proceeding which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that for which a claim may result in a Loss be made hereunder (an "Asserted LiabilityASSERTED LIABILITY"), the Indemnitee VTK shall give prompt notice thereof (the "Claims NoticeCLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Sections 6.2GUI, or 6.3 (collectivelyPROVIDED, HOWEVER, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and failure of VTK to so notify GUI will not relieve GUI of any liability that it may have under this Agreement except to the extent feasible) GUI is prejudiced by VTK's or its Representatives', as the case may be, failure to give such notice and only to the extent of the Loss that has been or may be suffered by the Indemniteesuch prejudice. (b) The Indemnifying Party GUI may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party GUI elects to defend such Asserted Liability, it shall within ten thirty (1030) days of receipt of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee VTK of its intent to do so, and the Indemnitee VTK and its Representatives shall cooperate, at the expense of the Indemnifying PartyGUI, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party GUI chooses to defend any Asserted Liability, the Indemnitee (i) VTK and its Representatives shall make reasonably available to the Indemnifying Party GUI any books, records or other documents within its control that are necessary or appropriate for such defense, (ii) GUI shall keep VTK reasonably informed of the progress of the defense and any settlement discussions, (iii) GUI agrees that it will not compromise or settle an Asserted Liability under Section 2.1(b) hereunder without the consent of VTK (which consent will not be unreasonably withheld), and (iv) VTK may retain separate co-counsel at its own cost and expense and participate in the defense. Any Losses If GUI fails to give notice to VTK within thirty (30) days of receipt of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) of its election to assume the defense of such Asserted Liability, GUI will be bound by any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefordetermination made with respect to such Asserted Liability or any compromise or settlement reached with respect thereto.

Notice and Opportunity to Defend Third Party Claims. Promptly after (a) Within receipt by any party hereto of notice of the assertion of any claim against such party by a person not a party to this Agreement or (b) the discovery by such party of any Loss giving rise to indemnification hereunder, in each case with respect to which such party hereto expects to make a request for indemnification hereunder, such party (the "Indemnified Party") shall tender to the party or parties that may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such Loss in reasonable detail and an estimate of the amount thereof (an "Indemnification Notice"). Such notice shall be tendered to the Indemnifying Party pursuant to the provisions of Section 11.05 hereof. If the Indemnified Party fails to tender the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, the Indemnifying Party's liability in respect of such Loss shall be reduced to the extent of such prejudice. The failure of Blue River to tender to Unified an Indemnification Notice within ten (10) days following receipt by any party hereto (after the "Indemnitee") of notice commencement of any demand, claim, circumstance or Tax Audit which would or might give rise action with respect to a claim, loan originated or held by UBC on or before the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee Closing Date shall give notice thereof (the "Claims Notice") be deemed to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessaryhave materially prejudiced Unified, and Unified shall have no indemnification obligation with respect to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The such loan. Except as otherwise provided in this Section 7, such Indemnifying Party may elect shall have the right, at its option, to defend, at its own expense and with through counsel of its own counselchoosing, any Asserted such claim involving the asserted Liability unless: of the Indemnified Party as to which the Indemnifying Party shall have acknowledged its obligation to indemnify the party seeking indemnification hereunder. If counsel is not selected by the Indemnifying Party within thirty (i30) days of any Indemnification Notice and the Asserted Liability includes subject of such notice is a Claim seeking an Order claim for injunction or other equitable or declaratory relief against which the IndemniteeIndemnifying Party is entitled to indemnification from the Indemnifying Party pursuant to this Section 7, then the Indemnified Party may select counsel to defend any such claim and, in which case such event, the Indemnitee may at Indemnifying Party shall be responsible for and pay all attorney fees, costs and expenses of such counsel and all Losses arising from or relating to such claim, and the Indemnifying Party shall no longer be entitled to select counsel with respect to such claim. If any Indemnifying Party shall undertake to defend a claim asserted by a person not a party to this Agreement, it shall tender a notice (a "Defense Election Notice") to the Indemnified Party of its own cost and expense and at its option defend the portion intention to do so within ten (10) business days of the Asserted Liability seeking equitable Indemnification Notice to which it relates. Whether or declaratory relief against not the IndemniteeIndemnifying Party does choose so to defend such claim, or (ii) the Indemnitee parties hereto shall have reasonablycooperate in the defense thereof and shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. So long as the Indemnifying Party is defending in good faithfaith any such claim, after consultation with the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the which consent shall not be unreasonably withheld. Notwithstanding an election by an Indemnifying Party which could prevent or negatively influence to assume the Indemnifying defense of such Proceeding, such Indemnified Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available the right to employ separate counsel and to participate in the Indemnifying Party but only to the extent defense of such defense cannot legally Proceeding at its own expense. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party's cooperation shall be asserted borne by the Indemnifying Party on behalf of the Indemnitee. If (if and only if such cooperation is requested by the Indemnifying Party elects and such costs and expenses are approved in advance by the Indemnifying Party). In any event, the Indemnified Party shall have the right at its own expense to defend participate in the defense of such Asserted Liabilityasserted Loss. Notwithstanding anything herein to the contrary, it shall if the Indemnifying Party does not tender a Defense Election Notice within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify Indemnification Notice and the Indemnitee subject of such notice is a claim for which the Indemnifying Party is entitled to indemnification from the Indemnifying Party pursuant to this Section 7, the Indemnified Party shall be free, in its intent sole discretion, to do sodefend, compromise, or settle the claim for which indemnification is sought, and the Indemnitee Indemnifying Party shall cooperatepay all Losses incurred by the Indemnified Party arising from or relating to such Losses. Notwithstanding anything to the contrary herein, at if an Indemnified Party determines in good faith that there is a reasonable probability that a Loss 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 expense of Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Loss, but the Indemnifying Party will not be bound by any determination of a Loss so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, in the event Blue River tenders an Indemnification Notice to Unified with respect to a loan originated or held by UBC on or before the Closing Date, and Unified chooses to assume the defense of such claim, Blue River, in the event Unified prevails in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liabilityclaim, is not permitted to defend the Asserted Liability shall reimburse Unified for any and all costs and expenses (including reasonable attorneys' fees and costs) incurred by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to Unified in defending such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand thereforclaim.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party"); provided, however, that the failure to give such notice shall not affect the obligations of any Indemnifying Party hereunder except to the extent it is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, ; provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. Promptly after ----------------------------------------------------- (a) Within receipt by any party hereto of notice of the assertion of any claim against such party by a person not a party to this Agreement or (b) the discovery by such party of any Loss giving rise to indemnification hereunder, in each case with respect to which such party hereto expects to make a request for indemnification hereunder, such party (the "Indemnified Party") shall tender to the party or parties that may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such Loss in reasonable detail and an estimate of the amount thereof (an "Indemnification Notice"). Such notice shall be tendered to the Indemnifying Party pursuant to the provisions of Section 11.05 hereof. If the Indemnified Party fails to tender the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, the Indemnifying Party's liability in respect of such Loss shall be reduced to the extent of such prejudice. The failure of Blue River to tender to Unified an Indemnification Notice within ten (10) days following receipt by any party hereto (after the "Indemnitee") of notice commencement of any demand, claim, circumstance or Tax Audit which would or might give rise action with respect to a claim, loan originated or held by UBC on or before the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee Closing Date shall give notice thereof (the "Claims Notice") be deemed to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessaryhave materially prejudiced Unified, and Unified shall have no indemnification obligation with respect to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The such loan. Except as otherwise provided in this Section 7, such Indemnifying Party may elect shall have the right, at its option, to defend, at its own expense and with through counsel of its own counselchoosing, any Asserted such claim involving the asserted Liability unless: of the Indemnified Party as to which the Indemnifying Party shall have acknowledged its obligation to indemnify the party seeking indemnification hereunder. If counsel is not selected by the Indemnifying Party within thirty (i30) days of any Indemnification Notice and the Asserted Liability includes subject of such notice is a Claim seeking an Order claim for injunction or other equitable or declaratory relief against which the IndemniteeIndemnifying Party is entitled to indemnification from the Indemnifying Party pursuant to this Section 7, then the Indemnified Party may select counsel to defend any such claim and, in which case such event, the Indemnitee may at Indemnifying Party shall be responsible for and pay all attorney fees, costs and expenses of such counsel and all Losses arising from or relating to such claim, and the Indemnifying Party shall no longer be entitled to select counsel with respect to such claim. If any Indemnifying Party shall undertake to defend a claim asserted by a person not a party to this Agreement, it shall tender a notice (a "Defense Election Notice") to the Indemnified Party of its own cost and expense and at its option defend the portion intention to do so within ten (10) business days of the Asserted Liability seeking equitable Indemnification Notice to which it relates. Whether or declaratory relief against not the IndemniteeIndemnifying Party does choose so to defend such claim, or (ii) the Indemnitee parties hereto shall have reasonablycooperate in the defense thereof and shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. So long as the Indemnifying Party is defending in good faithfaith any such claim, after consultation with the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the which consent shall not be unreasonably withheld. Notwithstanding an election by an Indemnifying Party which could prevent or negatively influence to assume the Indemnifying defense of such Proceeding, such Indemnified Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available the right to employ separate counsel and to participate in the Indemnifying Party but only to the extent defense of such defense cannot legally Proceeding at its own expense. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party's cooperation shall be asserted borne by the Indemnifying Party on behalf of the Indemnitee. If (if and only if such cooperation is requested by the Indemnifying Party elects and such costs and expenses are approved in advance by the Indemnifying Party). In any event, the Indemnified Party shall have the right at its own expense to defend participate in the defense of such Asserted Liabilityasserted Loss. Notwithstanding anything herein to the contrary, it shall if the Indemnifying Party does not tender a Defense Election Notice within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify Indemnification Notice and the Indemnitee subject of such notice is a claim for which the Indemnifying Party is entitled to indemnification from the Indemnifying Party pursuant to this Section 7, the Indemnified Party shall be free, in its intent sole discretion, to do sodefend, compromise, or settle the claim for which indemnification is sought, and the Indemnitee Indemnifying Party shall cooperatepay all Losses incurred by the Indemnified Party arising from or relating to such Losses. Notwithstanding anything to the contrary herein, at if an Indemnified Party determines in good faith that there is a reasonable probability that a Loss 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 expense of Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Loss, but the Indemnifying Party will not be bound by any determination of a Loss so defended or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, in the event Blue River tenders an Indemnification Notice to Unified with respect to a loan originated or held by UBC on or before the Closing Date, and Unified chooses to assume the defense of such claim, Blue River, in the event Unified prevails in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liabilityclaim, is not permitted to defend the Asserted Liability shall reimburse Unified for any and all costs and expenses (including reasonable attorneys' fees and costs) incurred by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to Unified in defending such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand thereforclaim.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.the

Notice and Opportunity to Defend Third Party Claims. (ai) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 Section 5.2 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (bii) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel satisfactory to Indemnitee, any Asserted Liability unless: Liability, unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; , or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by Party; provided, however, that the Indemnifying Party on behalf of shall not be permitted to make such election if the IndemniteeIndemnifying Party fails to provide Indemnitee with evidence reasonably acceptable to Indemnitee that the Indemnifying Party will have the financial resources to defend against the Asserted Liability and fulfill its indemnification obligations hereunder. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) calendar days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party assumes the defense against any Asserted Liability it will be conclusively established for purposes of this Agreement that such Asserted Liability is within the scope of, and subject to, indemnification. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b5.3(ii), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided provided, however, that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) as herein provided or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give that gives rise to a claim, claim or the commencement (or threatened a written threat of the commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 4.2 or 6.3 4.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel satisfactory to Indemnitee, any Asserted Liability, but only if (A) the Indemnifying Party notifies the Indemnitee in writing within 30 days after the Indemnitee has given notice of the Asserted Liability unless: that the Indemnifying Party will indemnify the Indemnitee from and against any Losses the Indemnitee may suffer resulting from, arising out of, relating to, or caused by the Asserted Liability, (iB) the Asserted Liability includes a Claim seeking involves only money damages and does not seek an Order for injunction or other equitable relief, (C) settlement of, or declaratory relief against an adverse judgment with respect to, the Asserted Liability is not, in the good faith judgment of the Indemnitee, in which case likely to establish a precedential custom or practice adverse to the Indemnitee may at its own cost and expense and at its option defend continuing business interests of the portion Indemnitee, (D) the Indemnifying Party conducts the defense of the Asserted Liability seeking equitable or declaratory relief against the Indemniteeactively and diligently, or and (iiE) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: (x) that there is a no conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party assumes the defense against any Asserted Liability it will be conclusively established for purposes of this Agreement that such Asserted Liability is within the scope of, and subject to, indemnification. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b4.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyParty if determined to be liable to the Indemnitee hereunder. Notwithstanding In any event, the foregoing, neither Indemnitee and the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses expenses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification required hereunder shall be paid upon written demand therefor; provided that the Indemnitee provides the Indemnifying Party with all documentation necessary to support such expenses and undertakes to reimburse the Indemnifying Party for any such expenses if indemnification is ultimately determined not to be available or appropriate under the terms of this Agreement.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claimClaim, circumstance or Tax Audit which would or might give rise to a claim, Claim or the commencement (or threatened commencement) of any action, proceeding or investigation (the "Asserted Liability") that may result in a Loss (an "Asserted Liability")Loss, the Indemnitee shall give prompt written notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 10.2 or 6.3 10.3 hereof (collectively, the "Indemnifying Party"), but the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnifying Party's failure to give such notice. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel reasonably satisfactory to the Indemnitee, any Asserted Liability unless: Liability, unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; , or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), 10.4(b) or fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party, provided that such settlement shall be upon commercially reasonable terms and circumstances. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunderhereunder so long as such settlement shall be upon commercially reasonable terms and circumstances. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses out-of-pocket expenses of any Indemnitee for which an indemnification is available hereunder shall be included in the Losses for which the Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand thereforresponsible.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "IndemniteeINDEMNITEE") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "ASSERTED LIABILITY") that may result in a Loss (an "Asserted Liability")Loss, the Indemnitee shall give prompt notice thereof (the "Claims NoticeCLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying PartyINDEMNIFYING PARTY"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided PROVIDED that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor. At any time an Asserted Liability shall be pending, the Indemnifying Party and Indemnitee will consult with each other with respect thereto no less frequently than monthly. Without limiting the generality of the foregoing, Sellers shall defend, at their expense, the Xxxxxxx Claim, and Sellers shall retain final decision making authority with respect to all aspects of the Xxxxxxx Claim including, but not limited to, defense strategy, settlement, compromise and adjudication of the matter.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "IndemniteeINDEMNITEE") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted LiabilityASSERTED LIABILITY"), the Indemnitee shall give notice thereof (the "Claims NoticeCLAIMS NOTICE") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying PartyINDEMNIFYING PARTY"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "“Indemnitee"”) of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "“Asserted Liability"”), the Indemnitee shall give notice thereof (the "“Claims Notice"”) to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "“Indemnifying Party"”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defensedefence; or (y) the Indemnitee shall have one or more defenses defences not available to the Indemnifying Party but only to the extent such defense defence cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense defence of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's ’s Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's ’s liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense defence of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense defence of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defensedefence. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The rights of the Indemnifying Party to defend Asserted Liabilities under Section 6.4(b) in the case of Asserted Liabilities against the Company shall be exercised by the Company. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: (x) that there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonablehereunder and provided further, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the if any Indemnitee refuses shall fail to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting monetary terms of any reasonable, final and complete proposed settlement or compromise of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnifying Party shall not thereafter be obligated to pay the Indemnitee in respect of such Asserted Liability under this Article 6 in excess of the amount it would have been required to pay to the Indemnitee in connection with such proposed settlement or compromise. In any event, the Indemnitee and the Indemnifying Party may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon within thirty (30) days following written demand thereforthereof. (c) The liability of each of the Sellers pursuant to this Section 6.4 shall be limited to the lesser of (i) the market value of his Warrant on the Closing Date or (ii) the market value of his Warrant on the date the first Claims Notice is received by him. (d) The indemnification obligations contained in this Section 6.4 shall be the sole and exclusive remedy of either the Company or Sellers for any breach by the other of the representation, warranties, covenants or agreement contained in this Agreement.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") Company of notice of any demandClaim by a third party or circumstances which, claimwith the lapse of time, circumstance or Tax Audit which would or might the Company believes may give rise to a claim, Claim by a third party or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in Claim by a Loss third party (an "Asserted Liability")) that may result in a Loss, the Indemnitee Company shall give written notice thereof (the "Claims Potential Claim Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party")Persons. The Claims Potential Claim Notice shall describe the Asserted Liability in reasonable detail detail, and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemniteesuffered. (b) The Indemnifying Party may elect Person shall be entitled to defendparticipate in the defense of any Asserted Liability and, subject to the limitations set forth in this Agreement, shall be entitled to control and appoint lead counsel (reasonably satisfactory to the Company) for such defense, in each case at its expense; provided, however, that the Indemnifying Persons shall not have the right to assume the defense of any Asserted Liability if (i) such Asserted Liability seeks an injunction, restraining order, declaratory relief or other non-monetary relief, (ii) the named parties to any such action or proceeding (including any impleaded parties) include both the Company and the Indemnifying Persons and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Persons) that there are one or more legal or equitable defenses available to them which are different from or additional to those available to Indemnifying Persons, or (iii) such action or proceeding involves, or could reasonably be expected to have an effect on, matters in an amount that is more than 200% of the scope of the indemnification obligation of the Indemnifying Persons; provided, further, that to exercise such rights the Indemnifying Person must give notice to the Company within 30 days after receipt of any such Potential Claim Notice whether it is assuming control of and appointing lead counsel for such defense. If the Indemnifying Person does not give such notice within such 30-day period, then the Company shall have the right to assume the defense thereof. (c) If the Indemnifying Person shall assume the control of the defense of the Asserted Liability in accordance with the provisions of this Agreement, (i) the Indemnifying Person shall obtain the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Asserted Liability if the settlement does not unconditionally release the Company from all liabilities and obligations with respect to such Asserted Liability or the settlement imposes injunctive or other equitable relief against the Company and (ii) the Company shall be entitled to participate, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Partycost, in the defense of such Asserted LiabilityLiability and to employ separate counsel of its choice for such purpose. If The fees and expenses of any such separate counsel to the Company pursuant to this Agreement shall be paid by the Company; provided, however, that the Indemnifying Party elects not to defend shall pay the Asserted Liability, is not permitted to defend fees and expenses of such counsel if (a) the Asserted Liability employment of separate counsel shall have been authorized in writing by reason the Indemnifying Person in connection with the defense of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at or (b) a conflict of interest exists that would make it inappropriate under applicable standards of professional conduct to have common counsel. (d) If the sole cost and expense Company shall assume the control of the defense of any Asserted Liability in accordance with the provisions of this Agreement, (i) the Company shall obtain the prior written consent of the Indemnifying Party. Notwithstanding the foregoingPerson (which shall not be unreasonably withheld, neither conditioned or delayed) before entering into any settlement of such Asserted Liability and (ii) the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee Person shall be limited entitled to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own cost and expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee Liability and to defend the Asserted Liabilityemploy separate counsel of its choice for such purpose. (e) Each party shall cooperate, it may nevertheless participate at its own expense and cause their respective Affiliates to cooperate, in the defense or prosecution of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted LiabilityLiability and shall furnish or cause to be furnished such records, the Indemnitee shall make available information and testimony (subject to the Indemnifying Party any booksapplicable confidentiality agreement), records and attend such conferences, discovery proceedings, hearings, trials or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall appeals as may be paid upon written demand thereforreasonably requested in connection therewith.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in an Indemnifiable Loss, the Indemnitee shall give written notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 11.2 or 6.3 11.3 hereof (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Indemnifiable Loss that has been or may be suffered by the Indemnitee.. -45- 51 (b) The Indemnifying Party may elect to compromise or defend, at its own expense and with by its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so. In such event, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense of against, such Asserted LiabilityLiability and may also, at its option, choose to participate in such defense or compromise through counsel of its choosing at its expense. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted LiabilityAgreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyLiability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other; provided, provided however, that the Indemnitee may settle consent to settlement or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) shall not be unreasonably withheld or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liabilitydelayed. If the Indemnifying Party chooses to defend any Asserted Liabilityclaim, the Indemnitee shall cooperate with and make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (c) Notwithstanding the provisions of Section 11.4(a) and (b), Sellers may elect to compromise or defend, at their own expense and by their own counsel, any claim asserted by any Person during the one year period following the Closing Date which may result in liability to Sellers as a result of Section 2.3(e), and Buyer shall notify Sellers in writing of Buyer's receipt of such claim promptly upon Buyer's receipt thereof. Any Losses If Sellers elect to compromise or defend any such claim, Sellers shall, within thirty days (or sooner, if the nature of the claim so requires) notify Buyer in writing of its intent to do so. In such event, Buyer shall cooperate, at the expense of Sellers, in the compromise of, or defense against, such claim and may also, at its option, choose to participate in such defense or compromise through counsel of its choosing at its expense. If Sellers elect not to compromise or defend such claim or fail to notify Buyer of its election as herein provided, Buyer may pay, compromise or defend such claim. Notwithstanding the foregoing, neither Sellers nor Buyer may settle or compromise any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder such claim over the objection of the other; provided, however, that the objecting party shall be paid upon written demand thereforresponsible for: (i) all settlement or judgment amounts in excess of the proposed settlement amount, and (ii) the defense and cost of defense of such claim from and after the date of the objecting party's objection. If Sellers choose to defend any such claim, Buyer shall cooperate with and make available to Sellers any books, records or other documents within its control that are necessary or appropriate for such defense.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "“Indemnitee"”) of notice of any demand, claim, circumstance or Tax Audit audit which would or might give rise to a claimclaim by, or the commencement (or threatened commencement) of any action, proceeding or investigation by a third party, that may result in a Loss (an "“Asserted Liability")”) to which such person is entitled to indemnification hereunder, the Indemnitee shall give notice thereof (the "“Claims Notice"”) to the party or parties obligated to provide indemnification pursuant to Sections 6.2, 6.2 or 6.3 (collectively, the "“Indemnifying Party"”). The Claims Notice shall describe the third party and the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) 20 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Zeon-BlueStar Stock Purchase & Recap Agmt Final Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give written notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 hereof (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to compromise or defend, at its own expense and with by its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense of against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted LiabilityAgreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyLiability. Notwithstanding the 52 foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other; provided, provided however, that consent to settlement or compromise shall not be unreasonably withheld or delayed. In any event, the Indemnitee may settle or compromise any claim as to which and the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense or compromise of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liabilityclaim, the Indemnitee shall cooperate with and make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give written notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 hereof (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to compromise or defend, at its own expense and with by its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeLiability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense of against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted LiabilityAgreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyLiability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other; provided, provided however, that consent to settlement or compromise shall not be unreasonably withheld or delayed. In any event, the Indemnitee may settle or compromise any claim as to which and the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense or compromise of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liabilityclaim, the Indemnitee shall cooperate with and make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 Section 7.2 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The rights of the Indemnifying Party to defend Asserted Liabilities under Section 7.3(b) in the case of Asserted Liabilities against the Company shall be exercised by the Company. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: (x) that there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten thirty (1030) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b7.3(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b7.3(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonablehereunder and provided further, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the if any Indemnitee refuses shall fail to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting monetary terms of any reasonable, final and complete proposed settlement or compromise of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnifying Party shall not thereafter be obligated to pay the Indemnitee in respect of such Asserted Liability under this Article 7 in excess of the amount it would have been required to pay to the Indemnitee in connection with such proposed settlement or compromise. In any event, the Indemnitee and the Indemnifying Party may participate, at its their own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon within thirty (30) days following written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 6.2 or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.Asserted

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto (the "‘Indemnitee"”) of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "“Asserted Liability"”), the Indemnitee shall give notice thereof (the "“Claims Notice"”) to the party or parties obligated to provide indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "“Indemnifying Party"”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: (i) the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defensedefence; or (y) the Indemnitee shall have one or more defenses defences not available to the Indemnifying Party but only to the extent such defense defence cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense defence of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's ’s Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's ’s liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense defence of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense defence of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defensedefence. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any either party hereto (the "Indemnitee") of notice of any demand, claim, circumstance or Tax Audit which would or might give rise to a claim, or the commencement (or threatened commencement) assertion of any actionclaim by a person not a party to this Agreement with respect to which such party hereto expects to make a request for indemnification under this Agreement, proceeding or investigation such party ("Indemnified Party") shall give the party that may result in a Loss (an "Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties become obligated to provide indemnification pursuant to Sections 6.2, or 6.3 hereunder (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability ) written notice describing such claim in reasonable detail ("Indemnification Notice"). If the Indemnified Party fails to give the Indemnification Notice in a timely manner and the Indemnifying Party is materially prejudiced in its defense by such failure, the Indemnifying Party's liability in respect of such claim shall indicate the amount (estimated, if necessary, and be reduced to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The such prejudice. Except as otherwise provided in this Article VII such Indemnifying Party may elect shall have the right, at its option, to defendcompromise or defend exclusively, at its own expense and with through counsel of its own counselchoosing, any Asserted Liability unless: (i) such matter involving the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion asserted liability of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee and the Indemnifying indemnified Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting such defense; or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed shall have acknowledged its obligation to notify indemnify the Indemnitee of its election under this Section 6.4(b) or as to which the Indemnifying Party is contesting its party seeking indemnification obligations hereunder. If the any Indemnifying Party desires shall undertake to accept compromise or defend any such asserted liability, it shall give a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability notice ("Defense Election Notice") to the Indemnitee shall be limited Indemnified Party of its intention to do so within thirty (30) business days of the amount offered in the settlementIndemnification Notice to which it relates. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is Whether or not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liabilityor prosecute a claim, the Indemnitee parties shall make available to cooperate in the defense or prosecution of any claim and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with the claim. So long as the Indemnifying Party any booksis defending a claim in good faith, records the Indemnified Party shall not compromise or other documents within its control that are necessary or appropriate for settle such defenseclaim. Any Losses of any Indemnitee for which Notwithstanding an election by an Indemnifying Party is liable for to assume the defense of such action or proceeding, such Indemnified Party shall have the right to employ (at such Indemnified Party's sole cost and expense) separate counsel and to participate (at such Indemnified Party's sole cost and expense) in the defense of such action or proceeding. Notwithstanding anything to the contrary herein, if the indemnifying Party does not give a defense Election Notice within thirty (30) days of the indemnification hereunder Notice, the Indemnified Party shall be paid upon written demand thereforfree, in its sole discretion, to defend, compromise or settle the claim for which indemnification is sought.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by by, or knowledge of, any party hereto (the "Indemnitee") ---------- of notice of any demand, claim, Claim or circumstance or Tax Audit which would or might give rise to a claim, Claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, ------------------ the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the ------------- party or parties obligated to provide indemnification pursuant to Sections 6.2, Section 7.2 or 6.3 7.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe ------------------ the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Indemnifying Party may elect to defend, at its own expense and with its own counsel, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for Order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party has the right and elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b7.4(b), fails to notify the Indemnitee of its election as herein provided provided, or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying PartyParty (provided that the Indemnifying Party is obligated hereunder for the cost and expense of the underlying Claim). Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Claim over the reasonable written objection of the other, provided that the Indemnitee may -------- settle or compromise any claim Claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b7.4(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in the defense of such Asserted Liability. In the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in the defense of such any Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following receipt by any party hereto The Buyer Indemnified Party or the Seller Indemnified Party, as applicable (the "Indemnitee") of notice of any demand“Indemnified Party”), claim, circumstance or Tax Audit which would or might give rise to a claim, or shall promptly notify in writing the commencement indemnifying party (or threatened commencementthe “Indemnifying Party”) of any actionmatter giving rise to an obligation to indemnify, proceeding or investigation that may result in a Loss (an "Asserted Liability"), specifying the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide basis on which indemnification pursuant to Sections 6.2, or 6.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemniteeis sought. (b) The If the claim for indemnification does not involve a Third Party Claim, the Indemnifying Party may elect shall have twenty (20) days to defend, at its own expense object to such claim by delivery of a written notice of such objection to the Indemnified Party specifying the basis for such objection. Failure to timely so object shall constitute a final and with its own counsel, any Asserted Liability unless: (i) binding acceptance by the Asserted Liability includes a Claim seeking an Order for injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion Indemnifying Party of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, concluded that: (x) there is a conflict of interest between the Indemnitee claim and the Indemnifying Party which could prevent or negatively influence the Indemnifying Party from impartially or adequately conducting shall pay such defense; or (y) the Indemnitee shall have one or more defenses not claim by wire transfer of immediately available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the Indemnitee. If the Indemnifying Party elects to defend such Asserted Liability, it shall funds within ten (10) days after such twenty (20) day period or, if later, the date the amount of such claim is determined. (c) If the claim for indemnification involves a Third Party Claim, such Third Party Claim shall be subject to the following terms and conditions: (i) The Indemnifying Party shall have thirty (30) days (or sooner, if the nature such lesser time as may be necessary to comply with statutory response requirements for litigation claims) from receipt of the Asserted Liability so requiresclaim (the “Notice Period”) to notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Indemnified Party, in the defense of such Asserted Liability. If (x) whether or not the Indemnifying Party elects not disputes its Liability to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement Indemnified Party with respect to such Asserted LiabilityThird Party Claim, and (y) notwithstanding any such dispute, whether or not the Indemnitee may payIndemnifying Party desires, compromise or defend such Asserted Liability at the its sole cost and expense expense, to defend the Indemnified Party against such Third Party Claim. (ii) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Third Party Claim then, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion in such a manner as to minimize the risk of the Indemnified Party becoming subject to Liability for any significant matter. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If in the reasonable opinion of this Indemnified Party, any such Third Party Claim or the litigation or resolution of any such Third Party Claim involves an issue or matter which could have a material adverse effect on the Indemnified Party, including, without limitation, the administration of the Tax Returns of the Indemnified Party or a dispute with a significant customer or supplier of the Business, then the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party. Notwithstanding If the foregoingIndemnified Party should elect to exercise such right, neither the Indemnifying Party nor shall have the Indemnitee may settle right to participate in, but not control, the defense or compromise any settlement of such claim over the reasonable written objection of the other, provided that the Indemnitee may settle or compromise any claim as to which at its sole cost and expense. (iii) Except where the Indemnifying Party has failed to notify the Indemnitee of disputes its election Liability in a timely manner under this Section 6.4(b) or as to which 8.3(c), the Indemnifying Party shall be conclusively liable for the amount of any Loss resulting from such claim or defense which is contesting its indemnification obligations hereunder. If unsuccessful. (iv) The Indemnified Party and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid shall cooperate with each other in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered all reasonable respects in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its own expense, in connection with the defense of any Third Party Claim, including making available records relating to such Asserted Liability. In claim and management employees as may be reasonably necessary for the event the Indemnifying Party is not permitted by the Indemnitee to defend the Asserted Liability, it may nevertheless participate at its own expense in preparation of the defense of any such Asserted Liability. If the Indemnifying claim or for testimony as witness in any proceeding relating to such Third Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the Indemnifying Claim. (v) No settlement of a Third Party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party is liable for indemnification hereunder Claim shall be paid upon made without the prior written demand thereforconsent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.

Notice and Opportunity to Defend Third Party Claims. (a) Within ten (10) days following Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance or Tax Audit which would or might give rise to a claim, claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability")) that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide setoff or indemnification pursuant to Sections 6.2, 7.1 or 6.3 7.2 (collectively, the each an "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (b) The Except with respect to an Asserted Liability based upon or arising out of Sections 3.1(j), 7.1(b) or 7.1(c), the Indemnifying Party may elect to defend, at its own expense and with its own counselcounsel reasonably acceptable to the Indemnitee, any Asserted Liability unless: unless (i) the Asserted Liability includes a Claim seeking seeks an Order for order, injunction or other equitable or declaratory relief against the Indemnitee, in which case the Indemnitee may at its own cost and expense and at its option defend the portion of the Asserted Liability seeking equitable or declaratory relief against the Indemnitee, or (ii) the Indemnitee shall have reasonably, and in good faith, after consultation with the Indemnifying Party, reasonably concluded that: that (x) there is a conflict of interest between the Indemnitee and the Indemnifying Party which could prevent or negatively influence in the Indemnifying Party from impartially or adequately conducting conduct of such defense; defense or (y) the Indemnitee shall have one or more defenses not available to the Indemnifying Party but only to the extent such defense cannot legally be asserted by the Indemnifying Party on behalf of the IndemniteeParty. If the Indemnifying Party elects to defend such Asserted Liability, it shall within ten (10) thirty days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the defense of such Asserted Liability. If the Indemnifying Party elects not to defend the Asserted Liability, is not permitted to defend the Asserted Liability by reason of the first sentence of this Section 6.4(b7.3(b), fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability at the sole cost and expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the reasonable written objection of the other, provided provided, that the Indemnitee may settle or compromise any claim as to which the Indemnifying Party has failed to notify the Indemnitee of its election under this Section 6.4(b7.3(b) or as to which the Indemnifying Party is contesting its indemnification obligations hereunder. If In any event, the Indemnitee and the Indemnifying Party desires to accept a reasonable, final and complete settlement of an Asserted Liability so that such Indemnitee's Loss is paid in full and the Indemnitee refuses to consent to such settlement, then the Indemnifying Party's liability to the Indemnitee shall be limited to the amount offered in the settlement. The Indemnifying Party will exercise good faith in accepting any reasonable, final and complete settlement of an Asserted Liability. In the event the Indemnifying Party elects to defend any Asserted Liability, the Indemnitee may participate, at its their own expense, in the defense of such any Asserted Liability. (c) MSGI alone shall have the right to contest, at its expense and with counsel selected by it, any assessment or levy of Taxes giving rise to an Asserted Liability based upon or arising out of Sections 3.1(j) or 7.1(b), and to settle or compromise any such assessment or levy, unless such assessment or levy is against any present or former officer of Xxxxxxxx, in which event such present or former officer shall have the right to assume control over any part of the contest of such assessment or levy relating to his or her personal liability with counsel of his or her choosing. In The Stockholders' Representative alone shall have the event right to contest, at the Indemnifying Party is not permitted expense of the Xxxxxxxx Stockholders, and with counsel selected by the Indemnitee Stockholders' Representative, any Separate Matter that gives rise to defend the an Asserted Liability, it may nevertheless participate at its own expense and to settle and compromise any such Separate Matter so long as the aggregate amount of all such settlements of Separate Matters does not exceed the Claims Holdback Amount (as defined in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee Holdback Agreement). (d) Each party shall make available to the Indemnifying Party other parties any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any Indemnitee for which an Indemnifying Party indemnification is liable for indemnification available hereunder shall be paid upon written demand therefor. Xxxxxxxx acknowledges and agrees that the Stockholders' Representative shall have full power and authority to take, in the name and on behalf of Xxxxxxxx or the Xxxxxxxx Stockholders, any and all actions required or permitted to be taken by Xxxxxxxx under this Section 7.3.