Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. (a) Promptly after the receipt by Buyer or the Company and/or the Seller any Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any action, proceedingdemand, claim or potential claim (any circumstances which, with the lapse of which is hereinafter individually referred to as a “Circumstance”) which could time, would or might give rise to a right claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to indemnification under this Agreement, such any other party (the “Indemnified Party”or parties) shall give prompt written notice to the party who is or parties who may become be obligated to provide indemnification hereunder pursuant to Section 8.3 or 8.4 (the “"Indemnifying Party”"). Such notice The Claims Notice shall specify describe the Asserted Liability in reasonable detail and shall indicate the basis and amountamount (estimated, if ascertainable, of any claim that would be based upon necessary and to the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge extent feasible) of the Circumstance Loss that has been or was not prejudiced may be suffered by the failure to give notice of the Circumstance. Indemnitee. (b) The Indemnifying Party shall have the right, at its option, may elect to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving Asserted Liability. If the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes elects to compromise or defend any asserted liabilitysuch Asserted Liability, it shall promptly within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party Indemnitee of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and its counsel in the compromise of or defense against any such asserted liability. All costs and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such cooperation Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, provided such costs and expenses have been previously approved by the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnified Indemnitee and the Indemnifying Party shall have may participate, at their own expense, in (but the right at its own expense to participate in Indemnitee may not control) the defense of an asserted liabilitysuch Asserted Liability. If the Indemnifying Party chooses to defend any claim, 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.

Notice and Opportunity to Defend. Promptly after If there occurs an event which any Party asserts is an indemnifiable event, the receipt by Buyer or Party seeking indemnification shall notify the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become Party obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Party seeking indemnification will give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall specify in reasonable detail the basis and amount, if ascertainable, be a condition precedent to any liability of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstancehereunder. The Such Indemnifying Party shall have the righta period of thirty (30) days within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) days period, at its option, such Indemnifying Party shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving counsel chosen by the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without provide reasonably satisfactory to the written consent of Party seeking indemnity, such matter and the Indemnifying PartyParty shall provide the Party seeking indemnification with such assurances as may be reasonably required by the latter to assure that the Indemnifying Party will assume, and be responsible for, the entire liability issue. If any such Indemnifying Party undertakes does not respond within such thirty (30) day period and rejects responsibility for such matter in whole or in part, the Party seeking indemnification shall be free to compromise or defend pursue, without prejudice to any asserted liability, it shall promptly notify the Indemnified Party of its intention rights hereunder, such remedies as may be available to do so, and the Indemnified such Party under applicable law. The Party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred In any event, the Party seeking indemnification shall have the right to participate at its own expense in connection with the defense of such cooperation asserted liability. Any compromise of such asserted liability by the Indemnifying Party shall be borne require the prior written consent of the Party seeking indemnification. If, however, the Party seeking indemnification refuses its consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept, the Party seeking indemnification may continue to pursue such matter, free of any participation by the Indemnifying Party, provided at the sole expense of the Party seeking indemnification. In such event, the obligation of the Indemnifying Party to the Party seeking indemnification shall be equal to the lesser of (i) the amount of the offer of settlement which the Party seeking indemnification refused to accept plus the costs and expenses have been previously approved by of such Party prior to the date the Indemnifying Party notifies the Party seeking indemnification of the offer of settlement and (ii) the actual out-of-pocket amount the Party seeking indemnification is obligated to pay as a result of such Party's continuing to pursue such an offer. In any event, the Indemnified An Indemnifying Party shall have be entitled to recover from the right at its own expense Party seeking indemnification any additional expenses incurred by such Indemnifying Party as a result of the decision of the Party seeking indemnification to participate in the defense of an asserted liabilitypursue such matter.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of If any Person entitled to indemnification pursuant to this Article XII (an “Indemnified Person”) receives notice of any claim or the commencement of any suit, action, proceeding, claim proceeding or potential claim investigation with respect to which any other Person (any of which or Persons) is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the an “Indemnifying PartyPerson”) pursuant to this Article XII, the Indemnified Person shall promptly give the Indemnifying Person written notice thereof (an “Indemnification Notice”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by but the failure to give an Indemnification Notice to the Indemnifying Person shall not relieve the Indemnifying Person of any Liability that it may have to an Indemnified Person, except to the extent that the Indemnifying Person shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is sought by reason of such failure. Upon receipt of an Indemnification Notice, the Indemnifying Person shall be entitled at its option (so long as the Indemnifying Person shall have made adequate provision to satisfy any indemnification obligation hereunder) and at its cost and expense to assume the defense of such suit, action, claim, proceeding or investigation with respect to which it is called upon to indemnify an Indemnified Person pursuant to this Article XII; provided, however, that notice of the CircumstanceIndemnifying Person’s intention to assume such defense shall be delivered by the Indemnifying Person to the Indemnified Person within 15 business days after the Indemnified Person gives the Indemnifying Person an Indemnification Notice. In the event that the Indemnifying Person elects to assume the defense of such suit, action, claim, proceeding or investigation, as the case may be, the Indemnifying Person shall promptly retain counsel reasonably satisfactory to the Indemnified Person. The Indemnifying Party Indemnified Person shall have the rightright to employ its own counsel in any such suit, at its optionaction, to compromise or defend the claim, proceeding or investigation, but the fees and expenses of such counsel shall be at its own the expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any Person unless: (i) the employment of such compromise or control counsel shall be subject have been authorized by the Indemnifying Person; (ii) the Indemnifying Person shall not have promptly retained counsel reasonably satisfactory to obtaining the prior written consent Indemnified Person to take charge of the defense of such suit, action, claim, proceeding or investigation; (iii) the Indemnified Party Person shall have reasonably concluded that there may be one or more legal defenses available to it which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of are different from or additional to those available to the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liabilityPerson, it shall promptly notify the Indemnified Party of its intention to do soin which event, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs fees and expenses incurred in connection with such cooperation (including any fees paid to witnesses) shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by Person; or (iv) the Indemnifying PartyParty shall not have made adequate provision to satisfy any indemnification obligation hereunder. In any eventthe event of (i), (ii), (iii) or (iv) above, the Indemnified Party Indemnifying Person shall not have the right at to direct the defense of any suit, action, claim, proceeding or investigation on behalf of the Indemnified Person. Notwithstanding the foregoing, if any Indemnified Person determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its own expense Subsidiaries or Affiliates other than as a result of monetary damages, such Indemnified Person may, by written notice to participate the Indemnifying Person, assume the exclusive right to defend, compromise or settle such action; provided, however, that no such compromise or settlement shall be binding on the Indemnifying Person unless the Indemnified Person shall have acted in good faith and reasonably in compromising or settling any such suit, action, claim, proceeding, or investigation. If the Indemnifying Person fails to give written notice to the Indemnified Person of its election to assume the defense of any suit, action, claim, proceeding or investigation for which it is called upon to indemnify an Indemnified Person pursuant to this Article XII within 15 days after the Indemnified Person gives the Indemnification Notice to the Indemnifying Person or if the Indemnified Person otherwise assumes the defense of an asserted liabilityaction as permitted pursuant to the preceding paragraph, the Indemnifying Person shall be bound by any determination made in such suit, action, claim, proceeding or investigation or compromise or settlement thereof effected by the Indemnified Person provided that the Indemnified Person shall have acted in good faith and reasonably in compromising or settling any such suit, action, claim, proceeding or investigation. Anything in this Section 12.3 to the contrary notwithstanding, the provisions of this Section 12.3 are subject to the rights of any Indemnified Person’s insurance carrier which is defending any such above suits, actions, claims, proceedings or investigations.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 11.1 or 11.2, such party Party (the “"Indemnified Party”") shall will give prompt the other Party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly shall in the manner provided herein will not relieve the Indemnifying Party of its indemnification obligations under this AgreementArticle 11, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall will have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any Party seeking such compromise or control shall be subject to obtaining the prior written consent indemnification. The assumption of the Indemnified Party which shall not be unreasonably withheld. An defense of a claim by the Indemnifying Party shall not will be liable for any costs of settlement incurred without the written consent of construed as a binding acknowledgement that the Indemnifying PartyParty is liable to indemnify any indemnitee for Damages in respect to such claim. If any the Indemnifying Party undertakes to compromise or defend any such asserted liability, it shall will promptly (and in any event not more than ten (10) business days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability, provided that the Indemnified Party is not obligated to disclose legally privileged documents or information in such cooperation. All reasonable costs and expenses incurred in connection with such cooperation shall will be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by . If the Indemnifying Party elects not to compromise or defend the asserted liability, fails to timely notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement or the Manufacturing Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief (other than the payment of money damages) that could materially adversely affect the ongoing business of the Indemnified Party, the Indemnified Party will have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith will be included as part of the indemnification obligation of the Indemnifying Party hereunder, where such indemnification obligation exists hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim without consent of the other where such settlement or compromise would impose injunctive obligations on the non-settling or non-compromising Party or any Damages on the non-settling or non-compromising Party that are not subject to indemnification hereunder; provided, however, that consent to settlement or compromise will not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense (or at the Indemnifying Party's expense, in the circumstances described above (i.e., if the Indemnifying Party elects not to participate compromise or defend the asserted liability where such indemnification obligation exists hereunder)), in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party will make available to the Indemnifying Party any non-privileged books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents within the control of the Indemnified Party which are made available to the Indemnifying Party hereunder will be held in strict confidence by the Indemnifying Party (except to the extent disclosure is reasonably necessary for the defense of such claim) and will be disclosed by the Indemnified Party to the Indemnifying Party only to the extent that such books, records or other documents relate to the claim. Notwithstanding anything to the contrary in this Section 11.3, (a) the Party conducting the defense of a claim will (1) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (2) conduct the defense of such claim in a prudent manner, and (b) to the extent the Indemnifying Party has elected to defend a claim, the Indemnifying Party will not cease to defend such claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any actionIf there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.01, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party or parties in connection with the written consent of the Indemnifying Partydefense thereof. If any The Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees party seeking indemnification agree to cooperate fully with the Indemnifying Party each other and its their respective counsel in connection with the compromise defense, negotiation or settlement of or defense against any such action or asserted liability. All costs and expenses incurred in connection with such cooperation In no event shall an Indemnifying Party be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “CircumstanceClaim”) which could give rise to a right to indemnification under this Agreementany subsection of Section 9 , the party receiving such party notice (the an “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the CircumstanceClaim. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance Claim or was not prejudiced by the failure to give notice of the CircumstanceClaim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party, conditioned or delayed. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Sections 15.1 or 15.2, such party Party (the “Indemnified Party”) shall will give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder other Party (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly shall in the manner provided herein will not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall will have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any Party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes will undertake to compromise or defend any such asserted liability, it shall will promptly (and in any event not less than ten (10) Business Days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense defence against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall co-operation will be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party will have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by will be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided however, that consent to settlement or compromise will not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense defence of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defence. Notwithstanding anything to the contrary in this Section 15.5, (i) the Party conducting the defence of a claim will (A) keep the other Party informed on a reasonable and timely basis as to the status of the defence of such claim, and (B) conduct the defence of such claim in a prudent manner, and (ii) the Indemnifying Party will not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller Sellers of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “"Circumstance”") which could give rise to a right to indemnification under this Agreement, such party (the “"Indemnified Party”") shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after Other than with respect to Tax Claims (which shall be governed by Section 8.6), if there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.2 or Section 8.3, the receipt by Buyer party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to notify the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any claim that would be based upon Action by a third Person (a “Third Party Claim”), the CircumstanceIndemnified Party will give such Indemnifying Party prompt written notice of such Third Party Claim. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the Indemnified extent that, such failure prejudices the Indemnifying Party establishes hereunder. In the event of any Third Party Claim, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party either had knowledge may only assume the defense of a Third Party Claim if (a) it acknowledges to the Indemnified Party in writing and without reservation of rights (subject to the limitations in this ARTICLE VIII) that there exists an indemnification obligation relating to such claim, (b) if such claim is an Escrow Limited Claim, the amount claimed in such claim is less than or equal to the current balance of the Circumstance Escrow Account, (c) such claim does not primarily seek as a remedy the imposition of an equitable remedy that is binding upon Buyer or was not prejudiced by the failure to give notice any of its Affiliates (including any of the CircumstanceSold Companies), (d) such claim does not relate to or arise in connection with any criminal claim brought by a Governmental Entity, (e) such claim does not involve a Top Customer or Top Supplier and (f) an adverse resolution of such claim would not reasonably be expected to have material adverse effect on the business or operations of Buyer. The After notice from the Indemnifying Party to the Indemnified Party of such election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right, at its option, right to compromise or defend the claim, participate at its own expense in the defense of such Third Party Claim and the Indemnifying Party shall not be liable to the Indemnified Party hereunder for any legal costs or expenses of other counsel or any other expenses subsequently incurred by its own counselsuch Indemnified Party in connection with such participation. In either case, the Indemnifying Party and otherwise control the Indemnified Party agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such matter involving Third Party Claim. In no event may the asserted liability Indemnifying Party consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim (other than a judgment or settlement that (A) is on exclusively monetary terms with such monetary amounts paid by the Indemnifying Party concurrently with the effectiveness of the settlement, (B) does not involve any finding or admission of violation of Law or admission of wrongdoing by the Indemnified Party, provided that and (C) provides a complete and unconditional release of, or dismissal with prejudice of, all claims against any Indemnified Party potentially affected by such compromise or control shall be subject to obtaining Third Party Claim for all matters asserted in connection with such Third Party Claim) without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Whether or not the Indemnifying Party shall have assumed the defense, such Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise , conditioned or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitydelayed.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.2 or 8.3, the receipt by Buyer parties seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively, the "Indemnifying Party"). If such event involves (a) any Claim or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the party seeking indemnification will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, PROVIDED, HOWEVER, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party party seeking indemnification shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent. If, however, the party seeking indemnification refuses its consent to a BONA FIDE offer of settlement which the Indemnifying Party wishes to accept (which must include the unconditional release of the parties seeking indemnification from all liability with respect to the Claim at issue), the party seeking indemnification may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the party seeking indemnification. In such event, the obligation of the Indemnifying Party to the party seeking indemnification shall be equal to the lesser of (i) the amount of the offer or settlement which the party seeking indemnification refused to accept plus the costs and expenses of such party prior to the date the Indemnifying Party notifies the party seeking indemnification of the offer of settlement and (ii) the actual out-of-pocket amount the party seeking indemnification is obligated to pay as a result of such party's continuing to pursue such matter.

Notice and Opportunity to Defend. Promptly after If there occurs an event which any Party hereto (or any Buyer Indemnified Party or any Seller Indemnified Party) asserts is an indemnifiable event pursuant to this Article XI, the receipt by Buyer Person or the Company and/or the Seller of notice of any actionPersons seeking indemnification (collectively, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified PartyIndemnitee”) shall notify in writing the party or parties obligated to provide indemnification pursuant to the terms hereof (collectively, the “Indemnitor”) promptly of the occurrence of such event. If such event involves any claim or the commencement of any action or proceeding by a third Person, the Indemnitee shall give the Indemnitor prompt written notice of such claim or the commencement of such action or proceeding. The notice shall describe the claim, the amount thereof if known and quantifiable, and the basis therefor. Any delay or failure by an Indemnitee to so notify the Indemnitor shall only relieve the Indemnitor of its indemnification obligations hereunder to the extent, if at all, that the Indemnitor is actually prejudiced by reason of such delay or failure. The Indemnitor shall be entitled to assume and control, with counsel of its choice, the defense of such matter at the Indemnitor’s expense by sending written notice to the party Indemnitee of its election to do so within thirty (30) days after receiving written notice from the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the defense against any such asserted claim; provided, however, that neither the Indemnitee nor the Indemnitor shall be required pursuant to this Section 11.5 to disclose any privileged information or parties who may become obligated to provide indemnification hereunder (any attorney work product in connection with the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, defense of any claim that would be based upon such asserted claim. In any event, the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitee shall have the rightright to participate (but not control) in the defense of such asserted claim with separate counsel, at its option, to compromise or defend the claimif it desires, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Partyexpense, provided that any such compromise or control if counsel of the Indemnitee reasonably determines that joint representation of the Indemnitor and the Indemnitee creates a conflict of interest, the Indemnitee shall be subject entitled to obtaining retain separate counsel at the cost and expense of the Indemnitor, provided that, in such event, Indemnitor shall not be required to pay for more than one such separate counsel. Any settlement or compromise of such asserted claim by the Indemnitor shall require the prior written consent of the Indemnified Party Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, provided that no such consent shall be required as long as it is solely a monetary settlement (that will be paid entirely by the Indemnitor) that provides a full release of the Indemnitee with respect to such matter and does not contain an admission of liability on the part of the Indemnitee. An Indemnifying Party If the Indemnitor shall not have assumed the defense of such claim within the thirty (30) day period set forth above, the Indemnitee may assume the defense of such claim with counsel of its choice and the Indemnitor shall be required to pay all reasonable costs and reasonable expenses incurred by the Indemnitee in connection with such matter; provided, however, in the event the Indemnitee assumes control of the defense of any such claim as contemplated by this sentence, (i) the Indemnitee shall not be liable for permitted to settle or compromise any costs of settlement incurred such claim without the prior written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise Indemnitor, which consent shall not be unreasonably withheld, conditioned or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do sodelayed, and the Indemnified Party agrees (ii) Indemnitor shall not be required to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any pay for more than one such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitycounsel.

Notice and Opportunity to Defend. Promptly after If any Party (the receipt by Buyer or the Company and/or the Seller of “Indemnitee”) receives notice of any action, proceeding, claim or potential claim (the commencement of any of action or proceeding with respect to which any other Party is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) pursuant to Section 8.1 or 8.2, the Indemnitee shall promptly, (and in any event within five (5) Business Days after receiving notice shall specify in reasonable detail of the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to claim) give such notice promptly shall relieve the Indemnifying Party notice thereof; provided, however, that the failure to deliver such notice shall not be a condition precedent to any liability of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of under the Circumstance or was not prejudiced by provisions for indemnification contained in this Agreement except to the extent the failure to give deliver such notice of prejudices the CircumstanceIndemnifying Party’s ability to defend such proceeding. The Indemnifying Party may assume control of such defense; provided, that prior to the Indemnifying Party assuming control of such defense, it shall have (x) demonstrate to the rightIndemnitee in writing such Indemnifying Party’s financial ability to provide full indemnification to the Indemnitee with respect to such proceeding (including the ability to post any bond required by the court or adjudicative body before which such Proceeding is taking place) and (y) agree in writing to be fully responsible for all Losses relating to such proceeding; provided, at further, that: (a) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its option, to compromise or defend the claim, choice for such purpose at its own expense expense; and by its own counsel, and otherwise (b) the Indemnifying Party shall not be entitled to assume control any of such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining defense without the prior written consent of the Indemnified Party which shall not Indemnitee if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnitee reasonably believes an adverse determination with respect to the Proceeding giving rise to such claim for indemnification would be unreasonably withheld. An Indemnifying Party shall not be liable for any costs materially detrimental to or materially injure the Indemnitee’s reputation or future business prospects, (iii) such claim seeks an injunction or equitable relief against the Indemnitee, (iv) a conflict of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with interest exists between the Indemnifying Party and its counsel in the compromise of Indemnitee, or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by (v) the Indemnifying Party, provided Party failed or is failing to vigorously prosecute or defend such costs and expenses have been previously approved by the Indemnifying Partyclaim. In any event, the Indemnified Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, or defense against, any such asserted liability; provided, however, that Indemnifying Party shall have not compromise or settle any such matter without Indemnitee’s prior written consent. If the right at Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own expense control that are necessary or appropriate to participate in the defense of an asserted liabilitysuch defense.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, pursuant to Section 10.1. such party (the “"Indemnified Party”") shall give prompt the other party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than 10 days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 10.2, (i) the party conducting the defense of a claim shall (A) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after If there occurs an event which either party asserts is an indemnifiable event pursuant to Sections 7.1 or 7.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim, or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in this Article 7. If the Indemnitor does not respond within such 30-day period or rejects responsibility for such matter in whole or in part, the Indemnitee shall be free to pursue, without prejudice to any of its rights hereunder, such remedies as may be available to the Indemnitee under applicable law. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), and until such consent is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which involves the payment of money only which the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Sections 8.1(a), 8.1(b) or the Company and/or the Seller of notice of any action6.15, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification (the "Indemnified Party") shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure materially prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, with counsel selected by the failure Indemnifying Party and, after notice from the Indemnifying Party to give notice such party or parties seeking indemnification of such election so to assume the Circumstancedefense thereof, the Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof; provided, however, that Sellers shall assume the defense of all Asbestos Liabilities. The Indemnifying Party and the Indemnified Party shall cooperate in the defense of such third party claims. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. The party or parties seeking indemnification shall have the right, right to participate at its option, to compromise or defend the claim, at its their own expense in the defense of such action or asserted liability; and if requested by its own counsel, and otherwise control the Indemnified Party in respect of any such matter involving the action or asserted liability that would reasonably be expected to exceed the applicable Cap or have a material adverse effect on the Indemnified Party's business, the Indemnifying Party shall not make any material decision (procedural or otherwise) in respect of material aspects of the defense of such action without the participation and prior written consent (such consent not to be unreasonably withheld or delayed) of the Indemnified Party, provided that any such . If the Indemnifying Party assumes the defense of an action (A) no settlement or compromise or control shall thereof may be subject to obtaining effected (i) by the prior Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld. An withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any Person by any Indemnified Party and no adverse effect on any other claims that may be made against any Indemnified Party, (y) all relief provided is paid or satisfied in full by the Indemnifying Party shall and (z) such settlement or compromise would not be liable for any costs of settlement incurred have a material adverse effect upon the Indemnified Party or (ii) by the Indemnified Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify ; and (B) the Indemnified Party may subsequently assume the defense of its intention to do so, and the Indemnified Party agrees to cooperate fully with such action if a court of competent jurisdiction determines that the Indemnifying Party and its counsel in the compromise of or defense against any is not vigorously defending such asserted liabilityaction. All costs and expenses incurred in connection with such cooperation shall be borne by If the Indemnifying Party, provided such costs and expenses have been previously approved by Party fails to assume the Indemnifying Party. In any eventdefense of a third party claim, the Indemnified Party shall have the right at its own expense to participate in may assume the defense of any such claim with counsel selected by the Indemnified Party. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). To the extent that there is any conflict between the procedures set forth in this Section 8.1(e) and those set forth in Section 6.15, the procedures set forth in Section 6.15 shall govern.

Notice and Opportunity to Defend. Promptly after (i) If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 10.1(a) or Section 10.1(b), the receipt by Buyer or party seeking indemnification shall notify the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the other party or parties who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”). Such notice ") promptly upon its determination to seek indemnification; provided, however, that no delay on the part of the party seeking indemnification in notifying the Indemnifying Party shall specify in reasonable detail relieve the basis Indemnifying Party from any liability or obligation hereunder unless (and amount, if ascertainable, then solely to the extent that) the Indemnifying Party was damaged by such delay. (ii) If such event involves any claim or the commencement of any action or proceeding by a third person (a "Proceeding"), the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such Proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will not relieve the Indemnifying Party of its obligations hereunder unless, and then only to the extent that, the Indemnifying Party was damaged by such delay. In case any such action shall be brought against any party seeking indemnification obligations under this Agreementand it shall notify the Indemnifying Party of the commencement thereof, unless the Indemnified Indemnifying Party establishes shall be entitled to participate therein and may elect, within fifteen (15) days of receiving such notice, to assume the defense thereof, with counsel reasonably satisfactory to such party seeking indemnification (provided, that the Indemnifying Party either had knowledge shall only be entitled to assume the defense of such action (A) to the extent that the action seeks only money damages from, and not injunctive or other equitable relief against, such party seeking indemnification, (B) if the Indemnifying Party first acknowledges in writing to the party seeking indemnification that the party seeking indemnification is entitled to indemnification under this Section 10.1 with respect to such matter, and (C) upon giving effect to the provisions of this Section 10.1, the Indemnifying Party would be responsible for a majority of the Circumstance damages or was not prejudiced by liability in respect of such action) and, after notice from the failure to give notice of the Circumstance. The Indemnifying Party shall have to such party seeking indemnification of such election so to assume the rightdefense thereof, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of following sentence, the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party in connection with the defense thereof. The party seeking indemnification shall have the right to participate at its own expense in the defense of such asserted liability including being represented by its own counsel, which cost shall be for its account (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate counsel (a) to the extent the Indemnified Party concludes reasonably based upon written consent advice of counsel that a conflict of interest exists between the Indemnified Party and Indemnifying Party or (b) if the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by counsel that there may be one or more material legal defenses available to the Indemnified Party which are not available to the Indemnifying Party. If any , or available to the Indemnifying Party undertakes Party, but the assertion of which would be materially adverse to compromise or defend any asserted liability, it shall promptly notify the interest of the Indemnified Party of its intention to do so, and the Indemnified Party Party). The party seeking indemnification agrees to cooperate fully in a commercially reasonable manner with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred No settlement shall be effected by the Indemnifying Party without the consent of the party seeking indemnification (which consent shall not be unreasonably withheld) unless, in connection with such cooperation settlement, the party seeking indemnification is fully and unconditionally released from such asserted liability (without any liability for payment) and the settlement does not contain other terms or conditions that are adverse to the interests of the party seeking indemnification. No settlement shall be borne effected by a party seeking indemnification without the consent of the Indemnifying Party, provided such costs and expenses have been previously approved by consent not to be unreasonably withheld, unless the Indemnifying Party. In party seeking indemnification would be liable for at least fifty percent of any event, payments due pursuant to the Indemnified Party shall have the right at its own expense to participate in the defense terms of an asserted liabilitysuch settlement.

Notice and Opportunity to Defend. Promptly after (i) In the receipt case of a claim based on a demand by Buyer or the Company and/or the Seller of notice of any actiona third party, proceeding, a party making a claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide for indemnification hereunder (the “Indemnifying "Indemnified Party”). Such notice ") shall specify notify in reasonable detail writing the indemnifying party (the "Indemnitor") of the claim, describing the claim, the amount thereof, and the basis and amounttherefor, if ascertainable, of any within 15 days after a third-party claim that would be based upon is presented to the CircumstanceIndemnified Party. The failure Indemnitor shall have the right to give such notice promptly shall relieve assume the Indemnifying Party entire control of its indemnification obligations under this Agreementthe defense, unless compromise or settlement thereof, and, in connection therewith, the Indemnified Party establishes shall cooperate fully to make available to the Indemnitor all pertinent information under its control. If the Indemnitor fails to assume the defense of such claim within a reasonable length of time, the Indemnified Party may do so without the Indemnitor's participation, in which case the Indemnitor shall pay the expenses of such defense, and the Indemnified Party may settle or compromise such claim without the Indemnitor's consent. If the Indemnified Party fails to so notify the Indemnitor, and if the Indemnitor is thereby materially prejudiced by such failure of notice in its defense of the claim, the Indemnitor's obligation of indemnity hereunder shall be extinguished with respect to such claim to the extent that the Indemnifying Party either had knowledge of the Circumstance or was not Indemnitor has been prejudiced by the failure to give notice of the Circumstance. The Indemnifying such notice. (ii) In any case in which an Indemnified Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be seeks indemnification hereunder which is not subject to obtaining the prior written consent paragraph (I) of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventthis Section 8(d) because no third-party action is involved, the Indemnified Party shall have promptly provide written notice to the right at its own expense Indemnitor of the claim, describing the claim, the amount thereof, and the basis therefor. The Indemnitor shall respond to participate each such claim within 30 days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnified Party until the later of (A) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the Indemnified Party), or (B) 30 days following the receipt of a response within such 30-day period by the Indemnified Party requesting an opportunity to cure the matter giving rise to the indemnification (and, in such event, the defense amount of an asserted liabilitysuch claim for indemnification shall be reduced to the extent so cured within such 30-day cure period).

Notice and Opportunity to Defend. Promptly (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the receipt by Buyer or the Company and/or the Seller of notice case may be, becomes aware of any action, proceeding, claim or potential claim that it has under Section 9.1 that may result in a Loss (any of which is hereinafter individually referred to as a “CircumstanceLiability Claim”) which could give rise to a right to indemnification under this Agreement), such party Person (the “Indemnified Party”) shall give prompt written notice thereof (a “Claims Notice”) to the party or parties who may become hereto that is obligated to provide indemnification hereunder indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). Such notice A Claims Notice shall specify describe the Liability Claim in reasonable detail detail, and shall indicate the basis and amountamount (estimated, if ascertainable, necessary and to the extent feasible) of any claim the Loss that would has been or may be based upon suffered by the CircumstanceIndemnified Party. The No delay in or failure to give such notice promptly a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 9.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless obligation to indemnify the Indemnified Party establishes to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. (b) To the extent that any Liability Claim relates to a third party proceeding, the Indemnifying Party either had knowledge may elect, by providing written notice to the Indemnified Party within thirty (30) days of receipt of a Claims Notice from the Indemnified Party of the Circumstance commencement or was not prejudiced assertion of any Liability Claim in respect of which indemnity may be sought hereunder, to assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the failure Indemnifying Party and reasonably acceptable to give notice the Indemnified Party. If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 9.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 9.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim or (ii) a settlement of, or adverse judgment with respect to the Liability Claim may be expected to have a material adverse effect on, or is likely to establish a precedential custom or practice materially adverse to the continuing business or Tax position of the CircumstanceIndemnified Party (including, without limitation, any increase in the Tax liability of Purchaser or any Affiliate thereof), the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right, at its option, right to compromise or defend the claimparticipate in (but not control), at its own expense and by its own counselexpense, and otherwise control the defense of any such matter involving Liability Claim which the asserted liability of the Indemnified other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided that any such compromise or control in this Agreement, shall be subject to obtaining not, without the prior written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party which shall not a complete release from all liability in respect of such Liability Claim, or (ii) grants any injunctive or equitable relief, or (iii) may reasonably be unreasonably withheldexpected to have a material adverse effect on, or is likely to establish a precedential custom or practice material adverse to, the continuing business or Tax position of the Indemnified Party (including, without limitation, any increase in the Tax liability of Purchaser or any Affiliate thereof). An Indemnifying The Indemnified Party shall not be liable for settle any costs of settlement incurred Liability Claim, without the prior written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise , which consent shall not be unreasonably withheld, conditioned, or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitydelayed.

Notice and Opportunity to Defend. Promptly after (a) If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1 or Section 9.2, the receipt by Buyer party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to notify the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) promptly, provided, however, that the failure to provide such written notice shall specify not excuse the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is prejudiced thereby. (b) If any third party notifies any party hereto with respect to any matter which may give rise to a claim for indemnification under this Agreement against the other party hereto, then the Indemnified Party will notify the Indemnifying Party thereof in reasonable detail writing promptly, but in no event later than 30 days following the Indemnified Party’s receipt of such notice, stating the nature and basis and amount, if ascertainable, of any claim made by the third party; provided, that would be based upon no delay on the Circumstance. The failure to give such notice promptly shall part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless from any obligation hereunder except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge is prejudiced thereby. Within 30 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. In the event that the Indemnifying Party notifies the Indemnified Party that it desires to defend the Indemnified Party against such third party claim or liability, the Indemnifying Party shall only be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the Circumstance or was Indemnified Party, which consent shall not prejudiced be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and diligent defense (it being agreed that counsel for an Indemnifying Party’s insurer shall be deemed consented to by the failure to give notice of the CircumstanceIndemnified Party). The Indemnifying Party shall not (x) consent to the entry of a judgment with respect to any matter or (y) enter into any settlement which, in either case, does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. The Indemnified Party shall at all times have the right, at its option, right to compromise fully participate in the defense of a third party claim or defend the claim, liability at its own expense directly or through counsel; provided, however, that if (i) the named parties to an action or proceeding include both the Indemnifying Party and the Indemnified Party and (ii) the Indemnified Party is advised in writing by its own counseloutside counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, and otherwise control any then, in such matter involving the asserted liability of event, the Indemnified Party, provided that any such compromise or control shall be Party may engage separate counsel (subject to obtaining the prior written consent of the Indemnified Party Indemnifying Party, which consent shall not be unreasonably withheld. An Indemnifying Party shall not be liable ) for any costs of settlement incurred without such action or proceeding at the written consent reasonable expense of the Indemnifying Party. If any an Indemnifying Party undertakes (i) elects not to compromise or defend any asserted liabilityagainst a third party claim, it shall promptly (ii) fails to timely notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with that the Indemnifying Party and its counsel will defend against a third party claim or (iii) fails to commence, or if commenced, fails to prosecute, a diligent defense of a third party claim, then in the compromise either of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right right, at its own the reasonable expense of the Indemnifying Party, to participate in undertake the defense of an asserted liabilitysuch claim (with counsel selected by the Indemnified Party and reasonably acceptable to the Indemnifying Party), and to compromise or settle such claim, with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If a third party claim or liability is one that by its nature cannot be defended solely by the Indemnifying Party, then the Indemnified Party shall make available such information and assistance as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense, at the expense of the Indemnifying Party.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.1(a) or Section 8.1(b) (other than an indemnifiable event related to Taxes, which, for the receipt avoidance of doubt, shall be governed by Buyer Section 6.7), the party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to notify in writing the other party or parties who may become obligated to provide against whom indemnification hereunder is sought (the “Indemnifying Party”). Such ) promptly, but no later than thirty (30) Business Days, after such Indemnified Party discovers or receives notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim claim, event or matter as to which indemnity may be sought; provided, that would be based upon the Circumstance. The failure of the Indemnified Party to give such notice promptly as provided in this Section 8.1(l) shall not relieve the any Indemnifying Party of its indemnification obligations under this AgreementSection 8.1, unless except to the extent that such failure materially prejudices the rights of any such Indemnifying Party. The written notice from the Indemnified Party establishes to the Indemnifying Party shall describe in reasonable detail to the extent known (i) the facts giving rise to any claim for indemnification hereunder, (ii) the amount or method of computation of the amount of such claim, (iii) each individual item of Losses included in the amount so stated, to the extent known, (iv) the date such item was paid or properly accrued, and (v) the nature of the breach of representation, warranty, covenant or agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder, and shall provide any other information with respect thereto as the Indemnifying Party may reasonably request. In the event of any Action, Proceeding or demand asserted by any Person who is not a party (or a successor to a party) to this Agreement (a “Third Party Claim”) which is or gives rise to an indemnification claim, the Indemnifying Party may elect within ten (10) Business Days of receipt of written notice from the Indemnified Party of a Third Party Claim to assume the defense of any such claim or any litigation resulting therefrom; provided, that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of provides the Indemnified Party which shall not be unreasonably withheld. An with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have sufficient financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; provided, further, that counsel for the Indemnifying Party, who shall not be liable for conduct the defense of such claim or any costs of settlement incurred without litigation resulting therefrom at the written consent expense of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify be approved by the Indemnified Party of its intention to do so(whose approval shall not unreasonably be withheld), and the Indemnified Party agrees to cooperate fully with may participate in such defense at the Indemnifying Party and Indemnified Party’s expense, which shall include counsel of its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partychoice; provided, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventfurther, that the Indemnified Party shall have the right to employ, at the Indemnifying Party’s expense, one counsel of its own expense choice to participate represent the Indemnified Party if, with the reasonable advice of counsel to the Indemnified Party, there exists an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party or if (i) the Indemnifying Party elects not to defend, compromise or settle a Third Party Claim, (ii) the Indemnifying Party fails to notify the Indemnified Party within the required time period of its election as provided in this section, (iii) the Indemnifying Party does not have the financial resources necessary to defend against the matter and fulfill its indemnification obligations, (iv) the Third Party Claim seeks injunctive or other equitable relief against the Indemnified Party, (v) the Third Party Claim involves a criminal suit, or (vi) the Indemnifying Party having timely elected to defend a Third Party Claim, fails, in the reasonable judgment of the Indemnified Party, after at least ten (10) days’ notice to the Indemnifying Party, to adequately prosecute or pursue such defense, and in each such case the Indemnified Party may defend such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. The Indemnifying Party, in the defense of any such claim or litigation, shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to entry of any judgment or entry into any settlement which does not include as an asserted liabilityunconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. The Indemnified Party shall not settle, admit to any liability or compromise any Third Party Claim or part thereof without prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the Indemnified Party releases, in writing, the Indemnifying Party from all indemnification obligations pursuant to this Agreement in respect of such Third Party Claim or part thereof settled and such settlement or compromise includes a release of the Indemnifying Party from all liability in respect of such Third Party Claim or part thereof settled. The Indemnified Party shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Notice and Opportunity to Defend. Promptly after If there occurs an event that a party asserts is an indemnifiable event pursuant to Section 8.2 or 8.3, the receipt by Buyer parties seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively, the "Indemnifying Party"). If such event involves (a) any Claim or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the party seeking indemnification will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, provided, however, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party party seeking indemnification shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent.

Notice and Opportunity to Defend. Promptly If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.01, the party seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively the "Indemnifying Party") by delivery of a certificate (a "Notice of Claim") signed by the party seeking indemnification (the "Indemnitee") or its authorized representative (i) stating that the Indemnitee has actually paid or accrued Indemnifiable Damages to which it is entitled to indemnification pursuant to Section 9.01 of the Agreement and the expected amount thereof; and (ii) specifying in reasonable detail to the extent known (A) the individual items of loss, damage, liability, cost, expense or deficiency included in the amount so stated, (B) the date each such item was or will be paid or accrued, and (C) the basis (by reference to specific provisions of this Agreement) upon which such Losses are claimed. If the Indemnifying Party shall object to such Notice of Claim, the Indemnifying Party shall deliver a written notice of objection (the "Notice of Objection") stating that such party objects to all or part of the claim set forth in the Notice of 18 Claim to the Indemnitee within ten (10) days after the receipt by Buyer Indemnitee's delivery of the Notice of Claim. If the Notice of Objection shall not have been so delivered within such ten (10) day period, the Indemnifying Party shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Company and/or Notice of Claim for the Seller full amount thereof. If such a Notice of notice Claim involves (a) any Claim, or (b) the commencement of any action, proceedingsuit or proceeding by a third Person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Indemnitee will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, PROVIDED, HOWEVER, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any Indemnitee and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to Indemnitee and, after notice from the Indemnifying Party to Indemnitee of such matter involving election so to assume the asserted liability of defense thereof, the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to Indemnitee for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such Indemnitee, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any The Indemnifying Party undertakes shall not assert a defense relating to compromise a third party claim if such defense would, in the Indemnitee's judgment, constitute or defend any asserted liability, it shall promptly notify the Indemnified Party result in a conflict of its intention to do so, and the Indemnified Party interest. Indemnitee agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer the Target, the Sellers or a Company Indemnitee, as the Company and/or the Seller case may be, of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “CircumstanceClaim”) which could give rise to a right to indemnification under this AgreementSection 10.1 or Section 10.2, the party receiving such party notice (the an “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the CircumstanceClaim. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance Claim or was not prejudiced by the failure to give notice of the CircumstanceClaim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party, conditioned or delayed. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of If any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification party seeking indemnity under this Agreement, such party Agreement (the “Indemnified Party”) has notice of facts or circumstances that could reasonably result in a claim for indemnification under this ARTICLE VIII, then such Indemnified Party shall give prompt written notice of any such claim to the party or parties who may become obligated to provide from whom indemnification hereunder is being sought (the “Indemnifying Party”). Such notice shall specify No delay by the Indemnified Party in reasonable detail the basis and amount, if ascertainable, delivery of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall will relieve the Indemnifying Party of its indemnification obligations from any obligation under this AgreementARTICLE VIII, unless except to the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance extent such delay materially compromises or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control prejudices any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent right of the Indemnifying Party. If any The Indemnifying Party undertakes may participate in the defense of any such claim. The Indemnifying Party may also control the defense of the Indemnified Party against any such claim if: (i) the Indemnifying Party gives written notice to compromise the Indemnified Party that the Indemnifying Party intends to undertake such defense; (ii) the claimant making each claim seeks only monetary damages and does not seek an injunction or defend any asserted liabilityother equitable relief; and (iii) the Indemnified Party has not been advised by counsel that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the claim. If the Indemnifying Party assumes control of the defense of a claim, it shall promptly notify the Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party (i) has not notified the Indemnified Party of its intention to do socontrol the defense of the claim within ten (10) Business Days after delivery by the Indemnified Party of notice of any such claim; or (ii) is not entitled to assume the defense, the Indemnified Party may (without further notice to the Indemnifying Party) defend such claim, and the Indemnified Indemnifying Party agrees shall nonetheless be responsible for the Losses to cooperate fully with the fullest extent provided by this ARTICLE VIII, but the Indemnifying Party and its counsel may elect to participate in the compromise of such proceedings, negotiations or defense against at any such asserted liabilitytime at its own expense. All costs and expenses incurred in connection with such cooperation No Indemnified Party shall be borne by settle or attempt to settle any third party claim without the consent of the Indemnifying Party, provided such costs and expenses have been previously approved by which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall settle or attempt to settle any claim it is defending under this Section 8.3 without the Indemnifying prior consent of the Indemnified Party. In any event, which consent shall not be unreasonably withheld, delayed or conditioned, unless the settlement provides for no relief other than monetary damages for which the Indemnified Party shall have will be fully indemnified under this ARTICLE VIII and an unconditional release of the right at its own expense to participate in the defense of an asserted liabilityIndemnified Party.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an indemnifiable event which involves any claim or the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceeding, claim or potential claim including any Governmental Entity (any of which is hereinafter individually referred to as a “CircumstanceThird Party Claim”) which could ), the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Third Party Claim or the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the extent that, such failure actually prejudices the Indemnifying Party hereunder. In the event that a Third Party Claim is brought against an Indemnified Party establishes and such Indemnified Party has notified the Indemnifying Party of the commencement thereof pursuant to this Section 8.6, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party either had knowledge of shall not be entitled to assume the Circumstance or was not prejudiced defense (unless otherwise agreed to in writing by the failure Indemnified Party) if (a) the Third Party Claim relates primarily to give notice of any criminal Proceeding, indictment, allegation or investigation, (b) the Circumstance. The Third Party Claim primarily seeks an injunction or equitable relief against the Indemnified Party, (c) the Losses relating to the Third Party Claim are reasonably likely to exceed the maximum amount that the Indemnified Party would then be entitled to recover from the Indemnifying Party shall have under the rightapplicable provisions of this Agreement, at its option, to compromise or defend (d) the Indemnifying Party is also a party or has an interest in such claim, at its own expense and by its own counsel, and otherwise control any such matter involving which interest conflicts with the asserted liability interests of the Indemnified Party, provided that any such compromise or control shall be subject . After notice from the Indemnifying Party to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An of such election to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party hereunder for any legal costs or expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except as otherwise provided in this ARTICLE VIII. The Indemnifying Party and the Indemnified Party agrees agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim. If the Indemnifying Party and its counsel in elects to assume the compromise defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventa Third Party Claim as contemplated hereunder, the Indemnified Party shall have the right at its own expense to participate in (but not control) the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of an asserted liabilityaction, no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnified Party unless (A) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (B) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled and (C) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party or (ii) by the Indemnified Party without the consent of the Indemnifying Party. If the Indemnifying Party does not assume or is not permitted to assume the defense of an action, no settlement or compromise thereof may be effected without the Indemnifying Parties consent (such consent not to be unreasonably withheld, conditioned or delayed).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 8.1, such party Party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder other Party (the “Indemnifying lndemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection 8, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control of any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification, except as provided that below. The Indemnifying Party shall promptly (and in any such compromise or control shall be subject to obtaining the prior written consent event not less than [**] days after receipt of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly ’s original notice) notify the Indemnified Party in writing of its intention to do sosuch claim, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by . If the Indemnifying Party elects in writing not to defend the asserted liability, or fails to notify the Indemnified Party of its election as herein provided, or fails to admit its obligation to indemnify under this Agreement with respect to the claim following a written request of the Indemnified Party. In , or, if in the reasonable opinion of counsel to the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any eventmanner, the Indemnified Party shall have the right right, at its option, to defend such asserted liability by its own expense to participate counsel and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the [**] Certain information in this document has been omitted and filed separately with the defense of an asserted liabilitySecurities and Exchange Commission.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1(a) or the Company and/or the Seller of notice of any action9.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise indemnified party (which consent shall not be unreasonably withheld or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. (a) Promptly after the receipt by Buyer any person or the Company and/or the Seller entity entitled to indemnification under this Agreement (an "Indemnified Party") of notice of any action, proceedingdemand, claim or potential claim (any circumstances which, or with the lapse of which is hereinafter individually referred to as a “Circumstance”) which could time, would give rise to a right to indemnification under this Agreement, such party claim or the commencement (the “Indemnified Party”or threatened commencement) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim action, proceeding or investigation (an "Asserted Liability") that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreementwill result in a Loss, unless the Indemnified Party establishes shall give written notice thereof (the "Claims Notice") to the Company; provided, however, that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give promptly provide the Claims Notice shall not relieve Sellers of their obligations hereunder except to the extent they were prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail. (b) Subject to the limitations set forth in this Section 9.2, the Sellers may elect to compromise or defend, at their own expense and by their own counsel, any Asserted Liability. If the Sellers elect to compromise or defend such Asserted Liability, they shall within 30 days (or sooner, if the nature of the Asserted Liability so requires) provide the Indemnified Party with the notice of such defense (the Circumstance. The Indemnifying "Defense Notice") and the Indemnified Party shall cooperate in the compromise of, or defense against, such Asserted Liability; provided, however, that the Indemnified Party shall have the rightright to approve the counsel of the Sellers (the "Defense Counsel"), at its option, which approval shall not be unreasonably withheld or delayed. If the Sellers choose to compromise or defend the any claim, at its own expense and by its own counselaction or proceeding, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty shall make available to the Sellers any books, provided records or other documents within its control that any are necessary or appropriate for such compromise or control shall be subject to obtaining defense. (c) Without the prior written consent of the Indemnified Party Party, which consent shall not be unreasonably withheldwithheld or delayed, the Sellers will not enter into any settlement of any claim brought by a third party or cease to defend against such claim. (d) If an offer is made to settle a claim brought by a third party and pursuant to or as a result of such offer no injunctive or other equitable relief and no other obligations of any kind would be imposed against the Indemnified Party, and the Sellers desire to accept and agree to such offer, the Company will give written notice to the Indemnified Party to that effect. An Indemnifying If the Indemnified Party fails to consent to such offer within 15 calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such claim and, in such event, the maximum liability of the Sellers as to such claim will not exceed the amount of such settlement offer. (e) If the Company shall fail to give the Defense Notice, Sellers shall be deemed to have elected not to conduct the defense of the Asserted Liability, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim. In each instance when this Article IX shall allow an Indemnified Party the right to conduct its defense and to compromise and settle a claim, it shall do so only with the prior consent of the Company, such consent not to be unreasonably withheld or delayed, and the Sellers will be liable for any costs of all reasonable costs, expenses, settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise amounts or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of other Losses paid or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Partytherewith. In any event, the Indemnified Party shall have the right may participate, at its own expense to participate expense, in the defense of an asserted liabilityany Asserted Liability.

Notice and Opportunity to Defend. Promptly (a) As soon as is reasonably practicable after the receipt by any Seller Indemnitee or Buyer or the Company and/or the Seller of notice Indemnitee becomes aware of any actionclaim, proceeding, claim event or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could circumstance that has or might give rise to an indemnification obligation on the part of the other party under Section 7.1 or 7.2 hereof, such Seller Indemnitee or Buyer Indemnitee, as the case may be (the "Indemnified Party"), shall give written notice thereof (a right "Claim Notice") to the party from which indemnification is sought (the "Indemnifying Party"). The Claim Notice shall describe the claim in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The failure of any Indemnified Party to promptly give any Indemnifying Party a Claim Notice shall not preclude such Indemnified Party from obtaining indemnification under this AgreementArticle VII, except to the extent, and only to the extent, that such Indemnified Party's failure has actually prejudiced the Indemnifying Party's rights or increased its liabilities and obligations hereunder. (b) With respect to any Claim Notice that involves legal proceedings commenced by a third party (a "Legal Claim"), the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the rightright by written notice to the Indemnified Party not later than thirty (30) days after receipt of such Claim Notice to assume the control of the defense, compromise or settlement of such Legal Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party. (c) Upon the assumption of control by the Indemnifying Party as provided in Section 7.3(b), the Indemnifying Party shall, at its optionexpense, diligently proceed with defense, compromise or settlement of the Legal Claim at Indemnifying Party's sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, and take such other steps as in the reasonable opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense, compromise or defend settlement of the claimLegal Claim, at its own expense the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 7.3 for any fees of other counsel or any other expenses with respect to the defense, compromise or settlement of such Legal Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense, compromise or settlement of such Legal Claim, other than reasonable costs of investigation. (d) The final, non-appealable determination of any Legal Claim, including all related costs and by its own counselexpenses, shall be binding and otherwise control any conclusive upon the Indemnifying Party and the Indemnified Party as to the amount of the indemnification; provided, however, that in the Indemnifying Party's defense of such matter involving Legal Claim, except with the asserted liability written consent of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for consent to entry of any costs of settlement incurred without judgment or enter into any settlement, which does not include as an unconditional term thereof the written consent of provision by the Indemnifying Party. If any Indemnifying Party undertakes claimant to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention a release from all liability in respect of such Legal Claim. (e) Should the Indemnifying Party fail to do so, and give notice to the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel as provided in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventSection 7.3(b), the Indemnified Party shall have be entitled to defend, settle or compromise the right at Legal Claim as in its own expense to participate in reasonable discretion may appear advisable, and such final determination, settlement or compromise of the defense of an asserted liabilityLegal Claim shall be binding upon the Indemnifying Party.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Sections 10.1 or the Company and/or the Seller of notice of any action10.2, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any Action by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim that would be based upon or the Circumstancecommencement of such action or Action. The However, the failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the Indemnified Party establishes that extent that, such failure actually and materially prejudices the Indemnifying Party either had knowledge of hereunder. If any such action shall be brought against any party seeking indemnification, the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its option, by notice to compromise the indemnified party delivered within ten (10) Business Days of the receipt of notice of such third party claim which includes an acknowledgement of the Indemnifying Party’s obligation to indemnify the indemnified party or defend the parties hereunder against any Losses that may result from such claim, at its own expense and with counsel selected by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Indemnifying Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An The Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party or parties in connection with the written consent defense thereof if such defense is assumed by the Indemnifying Party; provided, that the indemnified party or parties shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any Action include both such indemnified party or parties and the Indemnifying Party or such indemnified party or parties shall have been advised by counsel that there would be an actual or potential conflict of interest if the same counsel were to represent such indemnified party or parties and the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in assumes the compromise defense of such an Action by a third person, the Indemnifying Party shall control the defense, negotiation or defense against settlement of any such action or asserted liability. All costs The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved to employ at their own expense separate counsel not reasonably objected to by the Indemnifying Party. In any event, If the Indemnified Indemnifying Party shall have the right at its own expense to participate in assumes the defense of an asserted liabilityAction by a third person, the indemnified party shall agree to any settlement, compromise or discharge of such Action, to the extent the only award or relief is monetary, that the Indemnifying Party may recommend that (A) provides for full settlement and complete release, without any equitable award or relief and (B) by its terms (or pursuant to a binding commitment of the Indemnifying Party) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Action (in each case subject to the provisions of Section 10.1 or 10.2 as the case may be). Whether or not the Indemnifying Party assumes the defense of an Action by a third person, the indemnified party shall not admit liability with respect to, or settle, compromise or discharge such Action without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of If any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification party indemnified under this Agreement, such party Agreement (the an “Indemnified Party”) has notice of facts or circumstances that could reasonably result in a claim for indemnification under this Article X, then such Indemnified Party shall promptly after receiving notice thereof give prompt written notice to the party or parties who from which indemnification may become obligated to provide indemnification hereunder be sought (the “Indemnifying Party”). Such ) prompt written notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon such claim. In the Circumstance. The failure to give event the Indemnified Party unreasonably delays in giving such notice promptly shall relieve prompt written notice, the Indemnifying Party of shall be excused from its indemnification obligations under this Agreement, unless hereunder to the extent such delay prejudices the Indemnifying Party. No Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining any liability for a delay in the prior written consent delivery of such notice to the Indemnified Party which shall extent such delay does not be unreasonably withheld. An Indemnifying Party shall not be liable for compromise or prejudice any costs of settlement incurred without the written consent right of the Indemnifying Party. If any the Indemnifying Party undertakes to compromise or defend any asserted liabilityassumes the defense of a claim, it shall promptly notify the Indemnified Parties may, by counsel of their choice, participate in such defense at their own expense. The Indemnified Parties shall furnish to the Indemnifying Party, in reasonable detail, such information as the Indemnified Parties may have with respect to such claim, including all records and similar materials that are reasonably required in the defense of such claim. If, within sixty (60) days after notice of any such claim, the Indemnifying Party has not notified the Indemnified Parties of its intention to do sodefend the claim, then each Indemnified Party, which has reasonably and the Indemnified Party agrees to cooperate fully promptly cooperated with the Indemnifying Party in obtaining and its counsel delivering information reasonably related to the claim (excluding privileged information) which is in the compromise possession or control of or the Indemnified Party, will (without further notice to the Indemnifying Party) have the right to undertake the defense against any of such asserted liability. All claim, and the Indemnifying Party shall nonetheless bear the losses, damages, and reasonable costs and expenses incurred of the Indemnified Party. During the sixty (60) day period between the date on which the Indemnifying Party receives notice of a claim and the date on which the Indemnifying Party must elect to defend the claim, the Indemnified Party may take reasonable actions to obtain an extension of any deadline for filing an answer or response to the claim. Under such circumstances, the Indemnifying Party may elect to participate in connection with (but not control) such cooperation shall be borne by proceedings, negotiations or defense at any time at its own expense. No Indemnified Party may settle any such claim without the consent of the Indemnifying Party, provided such costs and expenses have been previously approved by which consent shall not be unreasonably withheld, conditioned, or delayed. No Indemnifying Party shall settle any claim it is defending under this Section 10.3 without the Indemnifying Party. In any event, consent of the Indemnified Party shall have Party, which consent will not be unreasonably withheld, conditioned or delayed, unless the right at its own expense settlement provides for (i) no relief other than monetary damages against which the Indemnified Parties are fully indemnified, (ii) no admission of liability or wrongdoing on the part of the Indemnified Party, (iii) no extension of any statute of limitations applicable to participate in the defense of an asserted liability.Indemnified Party, and

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party -------------------------------- hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 7.1, such party Party (the “"Indemnified Party”") shall give prompt the other Party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right[ * ], at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification, except as provided that below. The Indemnifying Party shall promptly (and in any such compromise or control shall be subject to obtaining the prior written consent event not less than [ * ] after receipt of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly 's original notice) notify the Indemnified Party in writing of its intention to do so[ * ], and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses [ * ] incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects in writing [ * ] the asserted liability, provided fails to notify the Indemnified Party of its election [ * ] as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim following a written request of the Indemnified Party, or, if in the reasonable opinion of counsel to the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to [ * ] such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying Party hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may [ * ] any claim under this Section 7.2 over the written objection of the other or any claim that could reasonably result in an adverse effect on the other Party without such other Party's consent; provided, however, that consent -------- ------- to [ * ] shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party defends any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 7.2, (a) the Party conducting the defense of a claim shall [ * ], and (b) the Indemnifying Party shall [ * ] without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 11.1 or 11.2, above, such party Party (the “Indemnified Party”) shall will give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder other Party (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly shall in the manner provided herein will not relieve the Indemnifying Party of its indemnification obligations under this AgreementArticle 11, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall will have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification; provided, provided however, that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs may do so under a reservation of settlement incurred without rights with respect to the written consent of obligation to indemnify. If the Indemnifying Party. If any Indemnifying Party undertakes will undertake to compromise or defend any such asserted liability, it shall will promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense defend against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall will be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by Party subject to the Indemnifying Party’s reservation of rights. If the Indemnifying Party elects not to compromise or defend the asserted liability, or fails to notify the Indemnified Party of its election to compromise or defend as herein provided, the Indemnified Party will have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith will be included as part of the indemnification obligation of the Indemnifying Party hereunder, subject to the Indemnifying Party’s reservation of rights. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim without consent of the other; provided, however, that consent to settlement or compromise will not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents within the control of the Indemnified Party which are made available to the Indemnifying Party hereunder will be held in strict confidence by the Indemnifying Party and will be disclosed by the Indemnified Party to the Indemnifying Party only to the extent that such books, records or other documents relate to the claim. Notwithstanding anything to the contrary in this Section 11.3, (a) the Party conducting the defense of a claim will (1) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (2) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party will not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party (an "Indemnified Party") asserts is an indemnifiable event pursuant to Section 8.1(a), the receipt by Buyer Indemnified Party shall notify the Purchaser promptly. If such event involves (i) any claim or (ii) the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third person, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Purchaser prompt written notice to of such claim or the party commencement of such action or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)proceeding. Such notice shall specify in reasonable detail be a condition precedent to any liability of the basis and amountPurchaser hereunder; provided, if ascertainablehowever, of any claim that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party Purchaser of its indemnification obligations under this Agreementhereunder only to the extent that such failure prejudices the Purchaser hereunder. In case any such action shall be brought against any Indemnified Party and it shall notify the Purchaser of the commencement thereof, unless the Purchaser shall be entitled to participate therein and, to the extent that it shall elect, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party establishes that and, after notice from the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure Purchaser to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party of such election so to assume the defense thereof, the Purchaser shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party for any legal expenses of its intention to do so, and other counsel or any other expenses subsequently incurred by such party in connection with the defense thereof. The Indemnified Party agrees to cooperate fully with the Indemnifying Party Purchaser and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the The Indemnified Party shall have the right to participate at its own expense to participate in the defense of an such asserted liability. The Purchaser shall not consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event that a -------------------------------- party asserts is an indemnifiable event pursuant to Section 12.2(a) or the Company and/or the Seller of notice of any action12.2(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to participate therein or, following the right, at its optiondelivery by the Indemnifying Party to the party or parties seeking indemnification of the Indemnifying Party's acknowledgment in writing that the relevant Loss is an indemnified liability hereunder, to compromise assume the defense thereof, with counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action (A) no settlement or compromise thereof may be effected (1) by the Indemnifying Party without the written consent of the Indemnifying Party. If indemnified party (which consent shall not be unreasonably withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any person by any indemnified party and no adverse effect on any other claims that may be made against any indemnified party and (y) all relief provided is paid or satisfied in full by the Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify (2) by the Indemnified Party indemnified party without the consent of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in (B) the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in indemnified party may subsequently assume the defense of such action if a court of competent jurisdiction determines that the Indemnifying Party is not vigorously defending such action. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed).

Notice and Opportunity to Defend. Promptly (a) As soon as is reasonably practicable after a Seller Indemnified Party or Purchaser Indemnified Party, as the receipt by Buyer or the Company and/or the Seller of notice case may be, becomes aware of any action, proceeding, claim or potential claim that it has under Section 11.1 that may result in a Loss (any of which is hereinafter individually referred to as a “CircumstanceLiability Claim”) which could give rise to a right to indemnification under this Agreement), such party Person (the “Indemnified Party”) shall give prompt written notice thereof (a “Claims Notice”) to the party or parties who may become hereto that is obligated to provide indemnification hereunder indemnify the Indemnified Party with respect to such claim (the “Indemnifying Party”). Such notice A Claims Notice shall specify describe the Liability Claim in reasonable detail detail, and shall indicate the basis and amountamount (estimated, if ascertainable, necessary and to the extent feasible) of any claim the Loss that would has been or may be based upon suffered by the CircumstanceIndemnified Party. The No delay in or failure to give such notice promptly a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.2(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless obligation to indemnify the Indemnified Party establishes to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. (b) To the extent that any Liability Claim relates to a third party proceeding, the Indemnifying Party either had knowledge may elect, by providing written notice to the Indemnified Party within thirty (30) days of receipt of a Claims Notice from the Indemnified Party of the Circumstance commencement or was not prejudiced assertion of any Liability Claim in respect of which indemnity may be sought hereunder, to assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the failure Indemnifying Party and reasonably acceptable to give notice the Indemnified Party. If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 11.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 11.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim or (ii) a settlement of, or adverse judgment with respect to the Liability Claim may be expected to have a material adverse effect on, or is likely to establish a precedential custom or practice materially adverse to the continuing business or Tax position of the CircumstanceIndemnified Party (including, without limitation, any increase in the Tax liability of Purchaser or any Affiliate thereof), the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right, at its option, right to compromise or defend the claimparticipate in (but not control), at its own expense and by its own counselexpense, and otherwise control the defense of any such matter involving Liability Claim which the asserted liability of the Indemnified other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided that any such compromise or control in this Agreement, shall be subject to obtaining not, without the prior written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party which shall not a complete release from all liability in respect of such Liability Claim, or (ii) grants any injunctive or equitable relief, or (iii) may reasonably be unreasonably withheldexpected to have a material adverse effect on, or is likely to establish a precedential custom or practice material adverse to, the continuing business or Tax position of the Indemnified Party (including, without limitation, any increase in the Tax liability of Purchaser or any Affiliate thereof). An Indemnifying The Indemnified Party shall not be liable for settle any costs of settlement incurred Liability Claim, without the prior written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise , which consent shall not be unreasonably withheld, conditioned, or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitydelayed.

Notice and Opportunity to Defend. The obligations and liabilities of any party hereto against which indemnification is sought hereunder with respect to claims resulting from the assertion of liability by third parties shall be subject to this Section 12.2. (a) Promptly after the receipt by Buyer or the Company and/or the Seller any Indemnified Party of notice of any demand or claim or the commencement (or threatened commencement) of any action, proceedingproceeding or investigation (an "ASSERTED LIABILITY") that could reasonably be expected to result in a Loss, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that shall give notice thereof (a "CLAIMS NOTICE") to the Indemnifying Party either had knowledge Corporation. Each Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Circumstance Loss that has been or was not prejudiced may be suffered by the Indemnified Party. The rights of any Indemnified Party to be indemnified hereunder shall not be adversely affected by its failure to give notice of give, or its failure to timely give, a Claims Notice with respect thereto unless, and if so, only to the Circumstance. extent that, the Corporation is materially prejudiced thereby. (b) The Indemnifying Party shall have the right, at its option, Corporation may elect to compromise or defend the claimdefend, at its own expense and by its own counsel, any Asserted Liability if (i) the claim involves (and otherwise control continues to involve) solely monetary damages and the Corporation's assumption of the defense or settlement of such claim will not have a material adverse effect on the Indemnified Party's business, (ii) the Corporation expressly agrees in writing to the Indemnified Party that, as between the two, the Corporation is solely obligated to satisfy and discharge the claim, and (iii) the Corporation makes reasonably adequate provision to satisfy the Indemnified Party of the Corporation's ability to satisfy and discharge the claim (the foregoing collectively, the "LITIGATION CONDITIONS"); PROVIDED, HOWEVER, that if the parties in any such matter involving action shall include both the asserted liability Corporation and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the Corporation has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs have the right to select separate counsel to participate in the defense of settlement incurred without such action on its behalf, at the written consent expense of the Indemnifying PartyCorporation; and PROVIDED FURTHER, however, that the Corporation shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Corporation no longer satisfies the Litigation Conditions. If any Indemnifying Party undertakes Subject to the foregoing, if the Corporation elects to compromise or defend any asserted liabilitysuch Asserted Liability, it shall promptly within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with shall cooperate, at the Indemnifying Party and its counsel expense of the Corporation, in the compromise of of, or defense against any against, such asserted liabilityAsserted Liability. All costs and expenses incurred in connection with such cooperation shall be borne by If the Indemnifying PartyCorporation elects not to compromise or defend the Asserted Liability, provided such costs and expenses have been previously approved by fails to notify the Indemnifying Party. In any eventIndemnified Party of its election as herein provided, or fails to satisfy the Litigation Conditions, the Indemnified Party shall have may pay, compromise or defend such Asserted Liability. The Indemnified Party and the right Corporation may participate, at its their own expense to participate expense, in the defense of an asserted liabilitysuch Asserted Liability. If the Corporation chooses to defend any claim, the Indemnified Party shall, subject to receipt of a reasonable confidentiality agreement, make available to the Corporation any books, records or other documents within its control, and the reasonable assistance of its employees, for which the Corporation shall be obliged to reimburse the Indemnified Party the reasonable out-of-pocket expenses of making them available. Notwithstanding anything to the contrary herein, the Corporation shall not settle or compromise any Asserted Liability unless such settlement includes a release of each Indemnified Party against which such liability is asserted. If there shall be more than one Indemnified Party with respect to any Asserted Liability, the Corporation shall be obligated to pay for only one counsel for all such Indemnified Parties unless there shall be a conflict of interest among the Indemnified Parties because of the availability of different or additional defenses to such Indemnified Parties.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a Party asserts is an indemnifiable event pursuant to Section 11.01 or Section 11.03, the receipt by Buyer Party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to Parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to will promptly notify the party other Party or parties who may become Parties obligated to provide indemnification hereunder (the “Indemnifying Party”), which notice will specify the nature and basis of such claim and the amount thereof, to the extent known. Such If such event involves a claim or demand made by any Person (other than a Party or Affiliate of a Party) against the Indemnified Party (a “Third Party Claim”), the Indemnified Party will give such Indemnifying Party prompt written notice shall of the Third Party Claim (the “Claim Notice”), which Claim Notice will specify in reasonable detail the nature and basis of the Third Party Claim and amountthe amount thereof, if ascertainableto the extent known, and will be accompanied by copies of all relevant documentation with respect to the Third Party Claim, including any claim summons, complaint or other pleadings that would be based upon may have been served, any written demand or any other relevant document or instrument; except that the Circumstance. The failure to give provide such prompt notice promptly shall will not relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder unless such failure prejudices the Indemnifying Party hereunder. In the case of a Third Party Claim, unless the Indemnifying Party will be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to the Indemnified Party establishes that of such election so to assume the defense thereof, the Indemnifying Party either had knowledge will not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the Circumstance defense thereof (unless an actual or was not prejudiced potential conflict of interest will exist between the Indemnifying Party and the Indemnified Party, as reasonably determined by the failure Parties, in which case reasonable fees and expenses of separate counsel to give notice of the CircumstanceIndemnified Party will be included in the indemnified amount). The Indemnifying Party shall and the Indemnified Party agree to cooperate reasonably with each other and their respective counsel in connection with the defense, negotiation or settlement of any Third Party Claim. Notwithstanding anything else set forth in this Section 11.08 to the contrary, the Indemnified Party will at all times have the right, at its option, right to compromise or defend the claim, participate at its own expense and in the defense of any Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, no settlement or compromise thereof may be effected (i) by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining Indemnifying Party without the prior written consent of the Indemnified Party (which shall consent will not be unreasonably withheld. An , conditioned or delayed) unless the settlement involves money damages only and all such relief is paid or satisfied in full by the Indemnifying Party shall not be liable for any costs of settlement incurred or (ii) by the Indemnified Party without the prior written consent of the Indemnifying Party. If any In no event will an Indemnifying Party undertakes be liable for any settlement effected without its prior written consent. Notwithstanding anything to compromise contrary in this Article XI, for any taxable period or defend any asserted liabilityportion of a taxable period that ends after the Closing Date principally related to the Specialty Plastics Business; provided, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation Sellers shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense entitled to participate in the defense of an asserted liabilitytherein.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a Party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 8.1, such party Party (the “"Indemnified Party”") shall give prompt the other Party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, either to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified PartyParty seeking such indemnification, except as provided that below. The Indemnifying Party shall promptly (and in any such compromise or control shall be subject to obtaining the prior written consent event not less than twenty (20) days after receipt of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly 's original notice) notify the Indemnified Party in writing of its intention to do soeither compromise or defend such matter, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects in writing not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim following a written request of the Indemnified Party (except in the case where the Indemnifying Party denies, on reasonable grounds, that it has such an obligation (which dispute shall be resolved under Section 10.14)), or, if in the reasonable opinion of counsel to the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money Damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying Party hereunder; provided, however, in the event the Indemnifying Party intends to compromise or settle a claim under this Section 8.2, the Indemnifying Party shall provide at least ten (10) business days prior written notice to the Indemnified Party describing the proposed compromise or settlement in order that the Indemnified Party may comment and/or object. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim under this Section 8.2 over the written objection of the other Party if such settlement or compromise could reasonably result in a material adverse effect on the other Party or otherwise alter, diminish or derogate the other Party's rights under this Agreement. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party defends any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 8.2, (1) the Party conducting the defense of a claim shall (A) keep the other Party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other Party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (2) the Indemnifying Party shall not cease to defend any claim (except pursuant to a permitted settlement or compromise thereof) without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1(a) or the Company and/or the Seller of notice of any action9.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise indemnified party (which consent shall not be unreasonably withheld or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer any party hereto (the "Indemnified Party") of notice or knowledge of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the Company and/or the Seller of notice commencement (or threatened commencement) of any action, proceedingproceeding or investigation (an "Asserted Liability") that may result in a Loss, claim or potential claim the Indemnified Party shall give notice thereof (the "Claims Notice") to any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such other party (the “Indemnified Party”or parties) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder pursuant to Section 6.2 or 6.3 (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail ; provided that subject to Section 6.1 the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The delay or failure to give prompt notice shall not affect the rights of any Indemnified Party unless and to the extent such notice promptly delay or failure shall relieve be prejudicial or otherwise adversely affect the Indemnifying Party of its indemnification obligations under this AgreementParty. The Claims Notice shall describe the Asserted Liability in reasonable detail, unless and shall indicate the Indemnified Party establishes that amount (estimated, if necessary and to the Indemnifying Party either had knowledge extent feasible) of the Circumstance Loss that has been or was not prejudiced may be suffered by the failure to give notice of the Circumstancean Indemnified Party. The Indemnifying Party shall have may assume the right, at its option, to compromise or defend the claim, defense of such Asserted Liability at its own expense and by its own counsel, and otherwise control any such matter involving after notice from the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject Indemnifying Party to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An of its election to assume the defense of such Asserted Liability, the Indemnifying Party shall not be liable hereunder for any costs legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of settlement incurred such Asserted Liability, except as set forth below. At the request of, and at the expense of, the Indemnifying Party, the Indemnified Party shall cooperate in the defense of any such Asserted Liability and shall make available to the Indemnifying Party any books, records or other documents within its control necessary or appropriate for such defense. No Indemnifying Party shall, without the written consent of the Indemnified Party, consent to the entry of judgment or enter into any settlement that does not include a release of the Indemnified Party from all liability in respect of such Asserted Liability. No Indemnified Party shall consent to the entry of such judgment or enter into any settlement without the consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification The party indemnified under this Agreement, such party Article 12 (the “"Indemnified Party”") shall promptly give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder indemnifying party(ies) (the “"Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, ") of any matter giving rise to an obligation to indemnify. The Indemnifying Party may assume the defense of such matter if it acknowledges the obligation to indemnify the Indemnified Party with respect to such claim. If the Indemnifying Party assumes such defense it shall conduct the defense diligently with counsel reasonably acceptable to the Indemnified Party; provided, however, that the Indemnified Party, in its sole discretion and at its cost and expense, may participate with its counsel in the conduct of such defense along side of the Indemnifying Party. The Indemnifying Party may not settle any such claim without the consent of the Indemnified Party, unless such settlement provides for only monetary relief that would is paid in full by or on behalf of the Indemnifying Party and includes a full and unconditional release of the Indemnified Parties. If the Owner or the Stockholders are the Indemnifying Party, then the notice required by the immediately preceding sentence shall be based upon given to the CircumstanceStockholders’ Representative who shall act on behalf of the Indemnifying Party for purposes of this Article 12. The Indemnified Party agrees to cooperate with the Indemnifying Party and to make reasonably available to the Indemnifying Party any necessary records or documents in the possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense (including, without limitation, the Indemnified Party’s attorney’s fees), and the Indemnified Party may settle or compromise such claim without the Indemnifying Party's consent. The failure of any Indemnified Party to give such notice promptly as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not is actually prejudiced by the such failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitynotice.

Notice and Opportunity to Defend. Promptly after In the receipt by Buyer or the Company and/or the Seller of event either Party receives a notice of any action, proceeding, a claim or potential becomes aware of the institution of any action wherein a breach of warranty or representation is alleged or which otherwise involves a claim which may result in a request for indemnification hereunder (any of which is hereinafter individually referred to as each, a “CircumstanceClaim”) which could give rise to a right to indemnification under this Agreement), the Party receiving such party (the “Indemnified Party”) notice shall give the other Party prompt written notice to the party or parties who may become obligated to provide indemnification hereunder of such Claim (the a “Indemnifying PartyNotice of Claim”). Such notice Notice of Claim shall specify in reasonable detail the basis principal facts known to such Party which give rise to such Notice of Claim and amountthe amount of the liability claimed with respect thereto. If the facts giving rise to any such claim for indemnification shall involve any actual, if ascertainablethreatened or possible Claim or demand by any third person against an Indemnitee, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party shall contest or defend such Claim at its expense and through counsel of its indemnification obligations under this Agreementown choosing and may settle any such Claim in its sole discretion provided that such settlement does not require any admission, unless action or payment by an Indemnitee (other than the Indemnified Party establishes execution of documents or other instruments which are not in conflict with the foregoing). Except as set forth below, such Indemnitee shall not make any settlement of any Claim that would give rise to liability on the part of the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining under this Agreement without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any the Indemnifying Party undertakes shall within a reasonable time fail to compromise contest or defend any asserted liabilitysuch Claim properly notified by such Indemnitee, then the Indemnitee may defend or settle the Claim in its sole discretion and such Indemnifying Party will pay the actual attorneys fees and expenses (in addition to its other indemnification obligations) of such Indemnitee incurred in the course of either defending or settling the Claim itself or if any judgment is rendered against such Indemnitee with respect to such Claim or if enforcement of a judgment is sought against such Indemnitee. Further, if any judgment is rendered or enforcement is so sought against such Indemnitee with respect to a Claim for which it is to be indemnified hereto, such Indemnitee shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with offer the Indemnifying Party the opportunity to contest, defend or appeal such Claim, as the case may be, and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by if the Indemnifying PartyParty shall not so contest, provided defend or appeal such costs and expenses have been previously approved by the Indemnifying Party. In any eventClaim, the Indemnified Party Indemnitee shall have the right at its own expense to participate in contest, defend or appeal such Claim and settle such Claim and seek indemnification against the defense of an asserted liabilityIndemnifying Party pursuant to the terms hereof.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to Party seeking indemnification under this Agreementhereunder, such party Party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become Party obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility or does not respond within such 30-day period, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Sections 8.3 and 8.4 hereof. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after If there occurs an event which an Indemnified Party asserts is an indemnifiable event pursuant to Section 8.1, it shall notify the receipt by Buyer or the Company and/or the Seller of notice of any actionFounder and Founder LLC (each, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the an “Indemnifying Party”) promptly, but no later than ninety (90) days, after such indemnifiable event by providing written notice of any claim, event or matter as to which indemnity may be sought (a “Claim Notice”). Such notice Each Claim Notice shall specify in contain a reasonable detail estimate of the basis and amountDamages (each such estimate, if ascertainablea “Damage Estimate”) against which such Indemnified Party seeks indemnification, of any claim that would to the extent such an estimate can be based upon the Circumstancemade. The failure of the Indemnified Party to give such notice promptly as provided in this Section 8.2 shall not relieve the any Indemnifying Party of its indemnification obligations under this AgreementSection 8, unless except to the Indemnified Party establishes extent that such failure materially prejudices the rights of any such Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the CircumstanceParty. The Indemnifying Party shall have Party, in the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control defense of any such matter involving claim or litigation, shall not, except with the asserted liability consent of the Indemnified Party, provided that consent to entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect of such claim or litigation. The Indemnified Party shall not settle or compromise any such compromise or control shall be subject to obtaining the claim without prior written consent of the Indemnified Party Indemnifying Party, which consent shall not be unreasonably withheld. An Indemnifying The Indemnified Party shall not be liable for any costs of settlement incurred without furnish such information regarding itself or the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with claim in question as the Indemnifying Party may reasonably request in writing and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred as shall be reasonably required in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitysuch claim and litigation resulting therefrom.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer (a) A party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right parties entitled to indemnification under this Agreement, such party hereunder (the an “Indemnified Party”) with respect to any legal proceeding, claim or demand instituted by any third party (in each case, a “Third-Party Claim”) will give the party or parties required to provide such indemnification (the “Indemnifier”) prompt written notice of such Third-Party Claim (with prompt interpreted to mean within thirty (30) calendar days after receipt of such notice of such Third-Party Claim) along with a notice of the facts giving rise to such Third-Party Claim; provided that the failure to provide prompt notice shall give not relieve the Indemnifier of its indemnification obligations hereunder, except to the extent (and only to the extent) that the Indemnifier is actually and materially prejudiced by the failure of the Indemnified Party to provide such prompt notice. (b) If the Indemnifier provides written notice to the party or parties who may become obligated to provide indemnification hereunder Indemnified Party within twenty (20) days after the “Indemnifying Party”). Such Indemnifier’s receipt of written notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless from the Indemnified Party establishes that of such Third-Party Claim, the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnifier shall have the right, at its optionthe Indemnifier’s expense, to compromise defend against, negotiate, settle or defend the claim, at its own expense otherwise deal with such Third-Party Claim and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of have the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without represented by counsel selected by the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, Indemnifier and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation 71 (c) Any notice that a Buyer Indemnitee shall be borne required to give to the Stockholders shall be satisfied by the Indemnifying Party, provided such costs and expenses have been previously approved delivery of notice by the Indemnifying Party. In Buyer Indemnitee to the Stockholder Representative, and the Stockholder Representative may respond to the Buyer Indemnitee on behalf of all Stockholders; provided that notice shall also be provided to the applicable Stockholders if such claims is under Section 10.2(c) and notwithstanding anything to the contrary herein, any event, settlement of such a claim shall require the Indemnified Party shall have the right at its own expense to participate in the defense consent of an asserted liability.such Stockholders 10.5

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 10.1, 10.2, 10.3 or the Company and/or the Seller of notice of any action10.4, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “"Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at its or their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise indemnified party (which consent shall not be unreasonably withheld or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreementhereunder, such party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of 30 days within which to respond thereto. If the rightIndemnitor accepts responsibility or does not respond within such 30-day period, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Sections 8.5 and 8.6 hereof. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 10.1, such party (the “Indemnified Party”) shall give prompt written notice to the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counselcounsel mutually agreed by the Parties, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldindemnification. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of If the Indemnifying Party. If any Indemnifying Party undertakes Xxxxx shall undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than 10 days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the provided such compromise in no way imputes guilt or fault upon, or imposes any obligations on, Indemnified Party. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided as incurred by the Indemnified Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or; if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder and shall be due and payable within thirty (30) days of receipt of the invoice therefor. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the reasonable objection of the other. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary for such defense. Notwithstanding anything to the contrary in this Section 10.2, (i) the party conducting the defense of a claim shall (A) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). Upon the final determination of liability and the amount of the indemnification payment under this Section 10, the appropriate party shall pay to the other, as the case may be, within 10 business days after such determination, the amount of any claim for indemnification made hereunder.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an indemnifiable event which involves any claim or the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceeding, claim or potential claim including any Governmental Body (any of which is hereinafter individually referred to as a “CircumstanceThird Party Claim”) which could give rise to a right to indemnification under this Agreement), such party (the “Indemnified Party”) Party shall give such Indemnifying Party prompt written notice to (and in any event within 30 days of such Third Party Claim) of such Third Party Claim or the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure to give such provide prompt notice promptly as provided herein shall relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the Indemnified Party establishes that extent that, such failure actually prejudices the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstancehereunder. The Indemnifying Party shall have be entitled to (a) participate in the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control defense of any such matter involving Third Party Claim or (b) assume the asserted liability of defense thereof, with counsel selected by the Indemnifying Party provided, however, that the Indemnifying Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party) if (i) the Third Party Claim relates primarily to any criminal Proceeding, (ii) the Third Party Claim primarily seeks an injunction or equitable relief against the Indemnified Party, provided that any such compromise or control shall (iii) the Third Party Claim is one in which the Indemnifying Party is also a party and, based upon the advice of counsel, joint representation would be subject inappropriate or there may be legal defenses available to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldare inconsistent from to those available to the Indemnifying Party. An After notice from the Indemnifying Party to the Indemnified Party of such election to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party hereunder for any legal costs or expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except as otherwise provided in this Article XII. The Indemnifying Party and the Indemnified Party agrees agree to cooperate fully reasonably with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Proceeding or asserted Liability. If the Indemnifying Party and its counsel in elects to assume the compromise defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventa Third Party Claim as contemplated hereunder, the Indemnified Party shall have the right to participate in (but not control) at its own expense to participate in the defense of such Proceeding or asserted Liability. If the Indemnifying Party assumes the defense of a Proceeding, no settlement or compromise thereof may be effected (A) by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless (1) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (2) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled, and (3) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party or (B) by the Indemnified Party without the consent of the Indemnifying Party. If the Indemnifying Party does not assume the defense of a Proceeding, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any such Proceeding without the consent of the other party. Except as contemplated hereunder, in no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior written consent. Subject to the limitations set forth in this Article XII, the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give a Claim Notice of the Third Party Claim as provided above), provided, however, that the Indemnifying Party shall only be obligated to pay for only one firm of counsel for all Indemnified Parties. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, (1) the parties shall cooperate in the defense or prosecution thereof and (2) the Indemnifying Party shall pursue the defense or settlement of such Third Party Claim in good faith. The provisions of this Section 12.6 shall not apply to the conduct of any Tax Claim, the conduct of which shall be governed by Section 8.2(e).

Notice and Opportunity to Defend. Promptly after (a) CLAIM NOTICES, ETC. If any Party (the receipt by Buyer or the Company and/or the Seller of "INDEMNIFIED PARTY") receives notice of any action, proceeding, third-party claim or potential claim commencement of any third-party action or proceeding (an "ASSERTED LIABILITY") with respect to which any of which other Party (an "INDEMNIFYING PARTY") is hereinafter individually referred obligated to as a “Circumstance”) which could provide indemnification pursuant to this Article 12, the Indemnified Party shall promptly give rise all Indemnifying Parties notice thereof. The Indemnified Party's failure so to a notify an Indemnifying Party shall not cause the Indemnified Party to lose its right to indemnification under this AgreementArticle 12, such party (the “Indemnified Party”) shall give prompt written notice except to the party or parties who may become obligated extent that such failure materially prejudices the Indemnifying Party's ability to provide indemnification defend against an Asserted Liability that such Indemnifying Party has the right to defend against hereunder (the “Indemnifying Party”and except as otherwise set forth in this Article 12). Such notice shall specify describe the Asserted Liability in reasonable detail detail, and if practicable shall indicate the basis and amount, if ascertainable, amount (which may be estimated) of any claim the Losses that would have been or may be based upon asserted by the CircumstanceIndemnified Party. The failure to give such notice promptly shall relieve Each of the Indemnifying Party Parties may defend against an Asserted Liability on behalf of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure utilizing counsel reasonably acceptable to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of unless (i) the Indemnified Party which shall reasonably objects to the assumption of such defense on the grounds that counsel for such Indemnifying Party cannot represent both the Indemnified Party and such Indemnifying Party because such representation would be unreasonably withheldreasonably likely to result in a conflict of interest or because there may be defenses available to the Indemnified Party that are not available to such Indemnifying Party, (ii) such Indemnifying Party is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, or (iii) the action or proceeding seeks injunctive or other equitable relief against the Indemnified Party. An In the event the Indemnifying Party elects to conduct the defense, it is entitled to have exclusive control over the defense and settlement thereof and the Indemnified Party will cooperate and make available to the Indemnifying Party such assistance and materials as it may reasonably request, at the Indemnifying Party's expense. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes entitled to compromise or defend any asserted liabilitycontrol, it shall promptly notify the Indemnified Party of its intention to do sobut may participate in, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by entitled to have sole control over, the Indemnifying defense or settlement of any claim that (i) seeks a temporary restraining order, preliminary or permanent injunction or specific performance against the Indemnified Party, provided such costs and expenses have been previously approved by or (ii) would impose liability on the Indemnifying Party. In any event, part of the Indemnified Party shall have for which the right at its own expense Indemnified Party is not entitled to participate in the defense of an asserted liabilityindemnification hereunder.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any actionclaim which, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, pursuant to Section 9.1. such party (the “Indemnified Party”) shall give prompt written notice to the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such ) written notice shall specify describing the claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSECTION 9, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 9.2, (i) the party conducting the defense of a claim shall (A) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 7.2 or 7.3, the receipt by Buyer party seeking indemnification (the "Claiming Party") shall promptly notify the other party obligated to provide indemnification (the "Indemnifying Party"). If such event involves (a) any Claim, or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Claiming Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, PROVIDED, HOWEVER, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against a Claiming Party and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to the Claiming Party and, after notice from the Indemnifying Party to the Claiming Party of such matter involving election so to assume the asserted liability of defense thereof, the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the Claiming Party hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by the Claiming Party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying The Claiming Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Claiming Party shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 4.1, such party (the “"Indemnified Party”") shall give prompt the other party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection , unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 4.2, the party conducting the defense of a claim shall (a) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (b) conduct the defense of such claim in a prudent manner, and the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. (a) Promptly after the receipt by Buyer or the Company and/or the Seller any ----------------------------------- Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any action, proceedingdemand, claim or potential claim (any circumstances which, with the lapse of which is hereinafter individually referred to as a “Circumstance”) which could time, would or might give rise to a right claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to indemnification under this Agreement, such any other party (the “Indemnified Party”or parties) shall give prompt written notice to the party who is or parties who may become be obligated to provide indemnification hereunder pursuant to Section 8.3 or 8.4 (the “"Indemnifying Party”"). Such notice The Claims Notice shall specify describe the Asserted Liability in reasonable detail and shall indicate the basis and amountamount (estimated, if ascertainable, of any claim that would be based upon necessary and to the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge extent feasible) of the Circumstance Loss that has been or was not prejudiced may be suffered by the failure to give notice of the Circumstance. Indemnitee. (b) The Indemnifying Party shall have the right, at its option, may elect to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving Asserted Liability. If the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes elects to compromise or defend any asserted liabilitysuch Asserted Liability, it shall promptly within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party Indemnitee of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and its counsel in the compromise of or defense against any such asserted liability. All costs and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such cooperation Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, provided such costs and expenses have been previously approved by the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnified Indemnitee and the Indemnifying Party shall have may participate, at their own expense, in (but the right at its own expense to participate in Indemnitee may not control) the defense of an asserted liabilitysuch Asserted Liability. If the Indemnifying Party chooses to defend any claim, 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.

Notice and Opportunity to Defend. Promptly after the receipt by the Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

Notice and Opportunity to Defend. Promptly after If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 5.2 or 5.3, the receipt by Buyer parties seeking indemnification shall promptly notify the other parties obligated to provide indemnification (collectively, the "Indemnifying Party"). If such event involves (a) any Claim or (b) the Company and/or the Seller of notice commencement of any action, proceedingsuit or proceeding by a third person, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the party seeking indemnification will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Claim or the party commencement of such action, suit or parties who may become obligated proceeding, provided, however, that the failure to provide indemnification hereunder (the “Indemnifying Party”). Such prompt notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action, suit or proceeding shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionbe entitled to participate therein and, to compromise or defend the claimextent that it desires to do so, at its own expense and by its own counselto assume the defense thereof, and otherwise control any with counsel reasonably satisfactory to such matter involving party seeking indemnification and, after notice from the asserted liability Indemnifying Party to such party seeking indemnification of such election so to assume the Indemnified Partydefense thereof, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereunder for any costs attorneys' fees or any other expenses, in each case subsequently incurred by such party, in connection with the defense of settlement incurred without the written consent of the Indemnifying Partysuch action, suit or proceeding. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partyaction, provided such costs and expenses have been previously approved by the Indemnifying Partysuit or proceeding. In any event, the Indemnified Party party seeking indemnification shall have the right to participate at its own expense to participate in the defense of such action, suit or proceeding. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement or compromise effected without its prior consent. If, however, the party seeking indemnification refuses its consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept (which must include the unconditional release of the parties seeking indemnification from all liability with respect to the Claim at issue), the party seeking indemnification may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the party seeking indemnification. In such event, the obligation of the Indemnifying Party to the party seeking indemnification shall be equal to the lesser of (i) the amount of the offer or settlement which the party seeking indemnification refused to accept plus the costs and expenses of such party prior to the date the Indemnifying Party notifies the party seeking indemnification of the offer of settlement and (ii) the actual out-of-pocket amount the party seeking indemnification is obligated to pay as a result of such party's continuing to pursue such matter.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a -------------------------------- "Claim") is to be made by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreementhereunder, such party seeking indemnification (the “Indemnified Party”"Indemnitee") shall give prompt written notice to promptly notify in writing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall promptly give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of ten days within which to respond thereto. If the rightIndemnitor accepts responsibility or does not respond within such ten-day period, at its option, then the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do somatter, and the Indemnified Party Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor will assume and be responsible for the entire liability at issue, subject to the limitations set forth in Sections 8.6 and 8.7 hereof. If the Indemnitor fails to assume the defense of such matter within said 30-day period, the Indemnitee against which such matter has been asserted will (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee, which consent will not be unreasonably withheld and in the event the Indemnitee defends any such asserted liability, then any compromise of such asserted liability by the Indemnitee shall require the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller a party hereto of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementpursuant to Section 8.1, such party (the “"Indemnified Party”") shall give prompt the other party (the "Indemnifying Party") written notice to describing the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify claim in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancedetail. The failure of an Indemnified Party to give such notice promptly in the manner provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this AgreementSection, unless except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the such failure to give notice of materially prejudices the CircumstanceIndemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any party seeking such compromise or control shall be subject to obtaining indemnification. If the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes undertake to compromise or defend any such asserted liability, it shall promptly (and in any event not less than ten (10) days after receipt of the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, provided fails to notify the Indemnified Party of its election to compromise or defend as herein provided, fails to admit its obligation to indemnify under this Agreement with respect to the claim, or, if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs and expenses have been previously approved by shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; PROVIDED, HOWEVER, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnified Party shall have and the right Indemnifying Party may participate, at its their own expense to participate expense, in the defense of an such asserted liability. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary in this Section 8.2, (i) the party conducting the defense of a claim shall (A) keep the other party informed on a reasonable and timely basis as to the status of the defense of such claim (but only to the extent such other party is not participating jointly in the defense of such claim), and (B) conduct the defense of such claim in a prudent manner, and (ii) the Indemnifying Party shall not cease to defend, settle or otherwise dispose of any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld).

Notice and Opportunity to Defend. (a) Promptly after the receipt by Buyer or any party hereto (the Company and/or the Seller "Indemnitee") of notice of any action, proceedingdemand, claim or potential claim (any of circumstances which is hereinafter individually referred to as a “Circumstance”) which could gives rise or might give rise to a right to indemnification under this Agreementclaim or the commencement (or threatened commencement) of any action, such party proceeding or investigation (an "Asserted Liability") that may result in Losses, the “Indemnified Party”) Indemnitee shall give prompt written notice thereof to the party or parties who may become obligated to provide indemnification hereunder pursuant to Section 8.2 (the “"Indemnifying Party”). Such notice shall specify describe the Asserted Liability in reasonable detail detail, and shall indicate the basis and amountamount (estimated, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge necessary) of the Circumstance Losses that have been or was not prejudiced may be suffered by the failure to give notice of the Circumstance. Indemnitee. (b) The Indemnifying Party shall have the right, at its option, may elect to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving Asserted Liability. If the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes elects to compromise or defend any asserted liabilitysuch Asserted Liability, it shall promptly within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party Indemnitee of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with Indemnitee shall cooperate, at the Indemnifying Party and its counsel in the compromise expense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided in the compromise of, or defense against, such costs and expenses have been previously approved by Asserted Liability. If the Indemnifying PartyParty elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided, or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided; however, that consent to settlement or compromise shall not be uUnreasonably withheld. In any event, the Indemnified Indemnitee and the Indemnifying Party shall have the right may participate at its their own expense to participate in the defense of an asserted liabilitysuch Asserted Liability. If the Indemnifying Party chooses to defend any claim, 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.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of (a) If any action, proceeding, claim claim, liability, demand or potential claim assessment shall be asserted by a third party against any Purchaser Indemnitee or any Vendor Indemnitee (the "INDEMNITEE") with respect to any matter (a "THIRD PARTY CLAIM") in respect of which is hereinafter individually referred such Indemnitee proposes to as a “Circumstance”) which could give rise to a right to demand indemnification under in terms of this Agreement, Article XVI such party (the “Indemnified Party”) Indemnitee shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder pursuant to Section 16.1 or Section 16.2 (the “Indemnifying Party”). Such notice shall specify in "INDEMNIFYING PARTY") thereof within a reasonable detail period of time after assertion thereof; provided, however, that the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve so notify the Indemnifying Party of its shall not affect the Indemnitee's right to indemnification obligations under this Agreement, hereunder unless (and solely to the Indemnified Party establishes that extent) the Indemnifying Party either had knowledge Party's interests are actually and materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, within ten (10) days after receipt of such notice, to defend the Indemnitee against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnitee; provided, however, that the Indemnifying Party notifies the Indemnitee in writing within 15 days after the Indemnitee has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnitee from and against the entirety of any damage the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and provided further that the Indemnifying Party may not assume such control without Indemnitee's express written consent if: (i) the Third Party Claim does not involve only money damages but also seeks an injunction or other equitable relief; or (ii) settlement of, or an adverse judgment with respect to, the Third Party Claim is, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnitee. The Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently. (b) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 16.3(a) above, (i) the Indemnitee may retain separate counsel at its option, to compromise or defend the claim, at its own sole cost and expense and by its own counsel, and otherwise control any such matter involving participate in the asserted liability defense of the Indemnified PartyThird Party Claim, provided that Indemnitee's counsel may not oppose the professional decisions of the lead counsel engaged by the Indemnifying Party except on reasonable grounds; (ii) the Indemnitee will not consent to the entry of any such compromise judgment or control shall be subject enter into any settlement with respect to obtaining the Third Party Claim without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall (not to be liable for withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any costs of judgment or enter into any settlement incurred with respect to the Third Party Claim without the prior written consent of the Indemnifying Party. If any Indemnitee (which may only be withheld in the event that such settlement would serve to create a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnitee). (c) In the event that Indemnifying Party undertakes declines or fails to compromise or assume control of the defense of any Third Party Claim as specified in Section 16.3(a) above, then and in such event the Indemnitee may defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do soagainst, and consent to the Indemnified entry of any judgment or enter into any settlement with respect to, the Third Party agrees Claim in any manner it reasonably may deem appropriate, subject to cooperate fully with the consent of the Indemnifying Party which may not be unreasonably withheld or delayed. The Indemnifying Parties will reimburse the Indemnitee promptly and its counsel periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and will remain responsible for any Damage the Indemnitee may suffer resulting from, arising out of, relating to, in the compromise of nature of, or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne caused by the Indemnifying Party, provided such costs and expenses have been previously approved by Third Party Claim in accordance with the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense provisions of an asserted liabilitythis Article XII.

Notice and Opportunity to Defend. (a) Promptly after the (i) receipt by Buyer or any party hereto ("the Company and/or the Seller Indemnitee") of notice of any action, proceedingdemand, claim or potential claim circumstances (any written or oral) which, with the lapse of which is hereinafter individually referred to as a “Circumstance”) which could time, would or might give rise to claim or the commencement (or threatened commencement) of any action, proceeding or investigation, or (ii) a right to indemnification under party obtaining knowledge of any inaccuracy in or breach of a representation or warranty contained in this AgreementAgreement that may result in a Loss (an "Asserted Liability"), such party the Indemnitee shall give notice thereof (the “Indemnified Party”"Claims Notice") shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder pursuant to Sections 4.2 or 4.3 (the “"Indemnifying Party”"). Such notice shall specify in reasonable detail , provided, however, the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve so notify the Indemnifying Party of its indemnification obligations promptly shall not relieve such party from any liability which such party may have under this Agreement, Section 4 unless the Indemnified Party establishes that such failure prejudices the Indemnifying Party either had knowledge in fulfilling its obligations. The Claims Notice must describe the Asserted Liability in reasonable detail, and must indicate the amount (estimated, if necessary and to the extent feasible) of the Circumstance Loss that has been or was not prejudiced may be suffered by the failure to give notice Indemnitee. (b) To the extent that the Asserted Liability is a result of a claim by a third party the Circumstance. The Indemnifying Party shall have the right, at its option, may elect to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving Asserted Liability and to prosecute by way of counterclaim or third party complaint any claim arising out of or relating to any Asserted Liability. If the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes elects to compromise or defend any asserted liabilitysuch Asserted Liability, it shall promptly must within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party Indemnitee of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with Indemnitee will cooperate, at the Indemnifying Party and its counsel in the compromise expense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided in the compromise of, or defense against, such costs and expenses have been previously approved by Asserted Liability. If the Indemnifying PartyParty elects not to compromise or defend the Asserted Liability or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may pay, compromise or defend such Asserted Liability. If the Indemnifying Party elects to defend an Asserted Liability but contests its obligation to indemnify against such Asserted Liability, the Indemnifying Party must carry on such defense in good faith. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, (i) consent to settlement or compromise must not be unreasonably withheld, and (ii) if the Indemnifying Party contests its obligation to indemnify against an Asserted Liability, consent to settlement or compromise may be withheld in the absolute discretion of the Indemnitee. In any event, the Indemnified Indemnitee and the Indemnifying Party shall have the right may participate, at its their own expense to participate expense, in the defense of an asserted liabilitysuch Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee must make available to the Indemnifying Party and books, records or other documents within its control that are necessary or appropriate for such defense. (c) To the extent that the Asserted Liability is a Loss other than as a result of a claim by a third party, the Indemnifying Party will promptly cooperate with the Indemnitee to establish the legitimacy of and the amount of such Loss. Any such Loss will be paid within 15 days of the Claims Notice.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”a) which could give rise to a right A party entitled to indemnification under this Agreement, such party hereunder (the an “Indemnified Party”) shall give prompt written notice to the indemnifying party or parties who may become obligated to provide indemnification hereunder (the an “Indemnifying Party”). Such ) notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim matter that an Indemnified Party has determined has given or would be based upon the Circumstance. The failure give rise to give such notice promptly shall relieve the Indemnifying Party a right of its indemnification obligations under this Agreement, unless promptly, and in an event within thirty (30) days, of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (such notice, a “Claim Notice”); provided, however, that the failure to provide a Claim Notice shall not release an Indemnifying Party from any of its obligations under this Article IX except to the extent such party is prejudiced by such failure; provided, further, however, that no such Claim Notice is required to be delivered with respect to the Specified Claim. (b) Except with respect to Tax Proceedings (which shall be governed exclusively by Section 6.7(f)) or the Specified Claim or Special Claims (all of which shall be governed exclusively by Section 9.4(c)), if the matter specified in the notice provided in Section 9.4(a) relates to a Third Party Claim, then, subject to the other provisions of this Section 9.4(b), such Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party establishes within forty-five (45) days of the receipt of such notice from the Indemnified Party, and the Indemnified Party shall cooperate in good faith in such defense; provided, however, that the Indemnifying Party either had knowledge shall not be entitled to assume the defense and control of any Third Party Claim if (i) the Third Party Claim is in respect of any matter involving a violation of Law, (ii) the matter that is the subject of the Circumstance Third Party Claim seeks as a cause of action the imposition of an equitable or was injunctive remedy that would be binding only upon the Indemnified Party or any of its Affiliates, (iii) the Third Party Claim involves potential Losses that the Indemnified Party will not prejudiced by be able to fully recover from the failure Indemnifying Party, such potential Losses to give notice be calculated based on the amount that would reasonably be expected to be paid with respect to such claims assuming that the party bringing such Third Party Claim were to prevail or (iv) where the Indemnifying Party is Seller, if the damages related to such Third Party Claim are reasonably expected to be covered under the Buyer R&W Insurance Policy or reduce the retention thereunder. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, the Circumstance. The Indemnifying Indemnified Party shall have the right, at its option, right to compromise or defend participate in the claim, at its own expense defense of such Third Party Claim with counsel selected by it. The fees and by its own counsel, and otherwise control any such matter involving the asserted liability disbursements of the Indemnified Party, provided that any such compromise or control ’s counsel shall be subject at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel to obtaining the Indemnified Party, there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of one counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the Third Party Claim imposes no Loss on any Indemnified Party, provides for a full release of all Indemnified Parties and includes no admission of fault or wrongdoing by any Indemnified Party. Notwithstanding any other provision of this Agreement, no Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. (c) With respect to the Specified Claim and any Special Claims, the Indemnified Party shall be entitled to assume and control the defense of such Specified Claim and any Special Claims through counsel selected by the Indemnified Party and approved by the Indemnifying Party (such approval not to be unreasonably withheld and the fees of which such counsel shall be included as a Loss subject to indemnification in connection with such Special Claim), and it shall give notice of any intention not to do so (if any) to the Indemnifying Party within forty-five (45) days of the date that the Indemnified Party is notified of the claim (or, in the case of the Specified Claim, within forty-five (45) days of the Closing Date). An The Party that has not assumed and taken control of the Specified Claim or any Special Claims shall cooperate in good faith in such defense. In the event that the Indemnified Party assumes and controls the defense of the Specified Claim or any Special Claim, the Indemnifying Party shall not have the right to participate in the defense of the Specified Claim or such Special Claim with counsel selected by the Indemnifying Party. The fees and disbursements of the Indemnifying Party’s counsel shall be liable for any costs of settlement incurred without at the written consent expense of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify In the event that the Indemnified Party elects not to assume and control the defense of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of Specified Claim or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventSpecial Claim, the Indemnified Party shall have the right at its own expense to participate in the defense of the Specified Claim or such Special Claim by the Indemnifying Party with counsel selected by the Indemnified Party. In such case, the fees and disbursements of the Indemnified Party’s counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel to the Indemnified Party, there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of one counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. Notwithstanding any other provision of this Agreement, neither the Indemnifying Party nor the Indemnified Party shall settle the Specified Claim or any Special Claim without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the consent of the Indemnifying Party shall not be required for any monetary settlement of any Special Claim by the Indemnified Party if the Indemnifying Party has no liability therefor under Section 9.2. (d) If the matter specified in the notice provided in Section 9.4(a) relates to any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity by an asserted liabilityIndemnified Party on account of a Loss that does not result from a Third Party Claim (a “Direct Claim”), the Indemnifying Party shall have forty-five (45) days after its receipt of such Claim Notice to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such forty-five (45) day period, the Indemnifying Party shall be deemed to have rejected such Direct Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. If the Indemnifying Party in its response to such Direct Claim contests the payment of all or part of the amount claimed, then the Indemnifying Party and Indemnified Party shall use good faith efforts to resolve such dispute.

Notice and Opportunity to Defend. Promptly after If there occurs an event which either party asserts is an indemnifiable event pursuant to Sections 8.6, 12.1 or 12.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim that would be based upon or the Circumstancecommencement of such action or proceeding. The failure to give such notice promptly note shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend describe the claim, at its own expense the amount thereof if known and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do soquantifiable, and the Indemnified Party basis therefor. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that is prejudiced by reasons of such delay or failure. The Indemnitor shall be entitled to assume and control (with counsel of its choice) the defense of such matter at the Indemnitor's expense by sending written notice of its election to do so within 30 days after receiving written notice from the Indemnitee. The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate with separate counsel, if it desires, at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee which shall not be unreasonably withheld; provided no such consent shall be necessary as long as it is a monetary settlement which provides a release of the Indemnitee with respect to such matter. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the Decision of the Indemnitee to pursue such matter. If the Indemnitor shall not have assumed the defense of such claim within the 30 day period, the Indemnitee may assume the defense of such claim with counsel of its choice but may not settle or compromise such claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after Following the receipt by Buyer or the Company and/or the Seller of notice of any action, suit, proceeding, claim investigation or potential claim like matter that is asserted or threatened by a Person other than the Parties, their successors and permitted assigns, against a Purchaser Indemnified Party or a Seller Indemnified Party (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreementthe foregoing, such party (the an “Indemnified Party”) which assertion is an indemnifiable event pursuant to Section 8.1(a) or Section 8.1(b), the Indemnified Party shall give prompt written notice to notify the party or parties who may become Party obligated to provide indemnification hereunder (the an “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail be a condition precedent to any liability of the basis and amountIndemnifying Party hereunder; provided, if ascertainablehowever, of any claim that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure materially prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the rightshall, at following acknowledgment by Indemnifying Party, without qualification, of its option, indemnification obligations as provided in this ARTICLE VII in writing to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided be entitled to participate therein and, to the extent that any such compromise or control it shall be subject wish, to obtaining assume the prior written consent of defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party which shall not be unreasonably withheld. An and, after notice from the Indemnifying Party to the Indemnified Party of such election so to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party for any legal expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Party in connection with the defense thereof; provided, however, the Indemnifying Party shall not be responsible for the reasonable fees and expenses of more than one law firm (unless local counsel reasonably may be required). The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof; provided, however, the Indemnifying Party shall not be responsible for the reasonable fees and expenses of more than one law firm (unless local counsel reasonably may be required). The Indemnified Party agrees to reasonably cooperate fully with the Indemnifying Party Party, at the Indemnifying Party’s expense, and its the Indemnifying Party’s counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the The Indemnified Party shall have the right to participate at its own expense to participate in the defense of an such asserted liability.

Notice and Opportunity to Defend. Promptly after If there occurs an event that either party asserts is an indemnifiable event pursuant to Section 7.02 or Section 7.03 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified PartyIndemnitee”) shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying PartyIndemnitor”)) promptly. Such If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. The notice shall specify in reasonable detail describe the asserted liability, the amount thereof if known and quantifiable, and the basis and amounttherefor. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if ascertainableat all, that it is prejudiced by reason of any claim that would be based upon the Circumstancesuch delay or failure. The failure Indemnitee shall be entitled to give such notice promptly shall relieve the Indemnifying Party assume and control (with counsel of its indemnification obligations under this Agreement, unless choice) the Indemnified Party establishes that defense of such matter at the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the CircumstanceIndemnitor’s expense. The Indemnifying Party Indemnitor agrees to cooperate fully with the Indemnitee and its counsel in the defense against any such asserted liability. In any event, the Indemnitor shall have the rightright to participate with separate counsel, at its option, to compromise or defend the claimif it desires, at its own expense and by its own counsel, and otherwise control any in the defense of such matter involving the asserted liability. Any compromise of such asserted liability of by the Indemnified Party, provided that any such compromise or control Indemnitee shall be subject to obtaining require the prior written consent of the Indemnified Party Indemnitor which shall not be unreasonably withheld. An Indemnifying Party Notwithstanding anything contained in this Section 7.04 to the contrary, Seller and Purchasers shall not settle any disputes, assessments, or claims by any taxing authority which settlement may affect Purchasers or Seller, as the case may be, or any of the Purchased Assets without the prior consent of Purchasers or Seller, as the case may be, which consent shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise unreasonably withheld, conditioned or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitydelayed.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller Each party shall promptly, and in all events within ninety (90) days of notice of any actionobtaining actual knowledge thereof, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve notify the Indemnifying Party of its indemnification the existence of any claim, demand or other matter requiring a defense to which the Indemnifying Party's obligations under this Agreement, unless the Article would apply. The Indemnified Party establishes that shall give the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure a reasonable opportunity to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, demand or matter at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party; provided that the Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense and by its own counselexpense. Any such claim, and otherwise control any such demand or other matter involving shall not be settled or compromised without the asserted liability consent of the Indemnified Party; provided, provided that any such compromise or control shall be subject to obtaining the prior written consent of however, if the Indemnified Party which does not consent to such settlement or compromise, such claim, demand or other matter shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of settled or compromised, but the Indemnifying Party's obligation to indemnify with respect hereto shall be limited to the amount for which such claim, demand or other matter could have been settled or compromised, together with the cost of defense through the date such matter could have been settled or compromised. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise shall, within a reasonable time after receipt of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Partynotice, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventfail to defend, the Indemnified Party shall have the right right, but not the obligation, to undertake the defense, and to compromise or settle, exercising reasonable business judgment, the claim, demand or other matter on behalf, for the account and at the risk of the Indemnifying Party. If the claim is one that cannot by its own expense nature be defended solely by the Indemnifying Party (including, without limitation, any federal or state tax proceeding), the Indemnified Party shall make available, or cause to participate in be made available, all information and assistance that the defense of an asserted liabilityIndemnifying Party may reasonably request.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of If any action, proceeding, claim claim, liability, demand or potential claim (assessment shall be asserted against any Indemnitee in respect of which is hereinafter individually referred such Indemnitee proposes to as demand indemnification, such Indemnitee shall notify the Indemnity Representative thereof within a “Circumstance”) which could give rise reasonable period of time after assertion thereof; provided, however, that the failure to a so notify the Indemnity Representative shall not affect the Indemnitee’s right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve unless the Indemnifying Party Parties’ interests are actually and materially prejudiced thereby. Subject to rights of its indemnification obligations under this Agreementor duties to any insurer or other third Person having liability therefor, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnity Representative shall have the right, at its optionwithin ten (10) Business Days after receipt of such notice, to assume the control of the defense, compromise or defend the settlement of any such action, suit, proceeding, claim, liability, demand or assessment, and to retain counsel in connection therewith; provided, however, that if the Indemnity Representative shall exercise its right to assume such control. (a) the Indemnitee may, in its sole discretion and at its own expense and by its own counselexpense, employ separate counsel to represent it in any such matter, and otherwise control in such event counsel selected by the Indemnity Representative shall be required to reasonably cooperate with such counsel of the Indemnitee in such defense, compromise or settlement for the purpose of informing and sharing information with such Indemnitee; (b) for any subject matter, the Indemnitee will make reasonably available to the Indemnity Representative those employees of the Indemnitee or any Affiliate of the Indemnitee whose assistance, testimony or presence is necessary to assist the Indemnity Representative in evaluating and in defending any such matter involving the asserted liability of the Indemnified Partyaction, provided suit, proceeding, claim, liability, demand or assessment; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the business activities of the Indemnitee and its Affiliates; (c) the Indemnity Representative shall not compromise or control shall be subject to obtaining settle any such action, suit, proceeding, claim, liability or assessment without the prior written consent of the Indemnified Party Indemnitee, which consent shall not be unreasonably withheld. An Indemnifying Party shall not be liable withheld or delayed; and (d) in the event that any action, suit, proceeding, claim, liability or assessment (or the compromise or settlement thereof) involves a claim for (i) injunctive relief that could affect the Business in any costs of settlement incurred without the written consent respect, or (ii) a claim for damages (or a claim that could result in damages) in excess of the Indemnifying Party. If any Indemnifying Party undertakes limitations set forth in Section 9.5(c)(i) or (ii), if applicable to compromise or defend any asserted liabilitysuch claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitees shall have the right at its own expense to participate in control the defense and settlement thereof, at the sole cost and expense of an asserted liabilitythe Indemnifying Parties; provided, however, that Buyer shall not compromise or settle any such action, suit, proceeding, claim, liability or assessment without the consent of the Indemnity Representative, which consent shall not be unreasonably withheld or delayed.

Notice and Opportunity to Defend. (a) Promptly after the receipt by Buyer or the Company and/or the Seller any Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any action, proceedingdemand, claim or potential claim (any circumstances which, with the lapse of which is hereinafter individually referred to as a “Circumstance”) which could time, would or might give rise to a right claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to indemnification under this Agreement, such any other party (the “Indemnified Party”or parties) shall give prompt written notice to the party who is or parties who may become be obligated to provide indemnification hereunder pursuant to Section 8.4 or 8.5 (the “"Indemnifying Party”"). Such notice The Claims Notice shall specify describe the Asserted Liability in reasonable detail and shall indicate the basis and amountamount (estimated, if ascertainable, of any claim that would be based upon necessary and to the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge extent feasible) of the Circumstance Loss that has been or was not prejudiced may be suffered by the failure to give notice of the Circumstance. Indemnitee. (b) The Indemnifying Party shall have the right, at its option, may elect to compromise or defend the claimdefend, at its own expense and by its own counsel, and otherwise control any such matter involving Asserted Liability. If the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes elects to compromise or defend any asserted liabilitysuch Asserted Liability, it shall promptly within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party Indemnitee of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability, provided, however, the Indemnifying Party may settle or compromise any Asserted Liability without the consent of the Indemnitee so long as such settlement or compromise releases the Indemnitee and does not include any admission or statement of fault against the Indemnitee. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its counsel in election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise of or defense against any defend such asserted liability. All costs Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such cooperation Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, provided such costs and expenses have been previously approved by the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnified Indemnitee and the Indemnifying Party shall have may participate, at their own expense, in (but the right at its own expense to participate in Indemnitee may not control) the defense of an asserted liabilitysuch Asserted Liability. If the Indemnifying Party chooses to defend any claim, 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.

Notice and Opportunity to Defend. Promptly after the receipt If a claim for Losses (a “Claim”) is to be made by Buyer any Purchaser Indemnified Person or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim Indemnified Person (any of which is such indemnified person, hereinafter individually referred to as a “CircumstanceClaimant”) which could give rise to a right to seeking indemnification under this Agreementhereunder, such party (Claimant shall notify the “Indemnified Party”) shall give prompt written notice to the indemnifying party or parties who may become obligated (any such indemnifying party, a “Respondent”) promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, Claimant shall give Respondent written notice of such claim or the commencement of such action or proceeding as provided above. Delay or failure to provide indemnification hereunder (so notify Respondent shall only relieve Respondent of its obligation to the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amountextent, if ascertainableat all, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not Respondent is prejudiced by the failure to give notice reason of the Circumstancesuch delay or failure. The Indemnifying Party Respondent shall have the righta period of 30 days within which to respond thereto. If Respondent accepts responsibility or does not respond within such 30 day period, at its option, then Respondent shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by Respondent, which counsel shall be acceptable to such Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, such matter, and otherwise control any Respondent shall provide Claimant with such assurances as may be reasonably required by Claimant to assure that Respondent will assume and be responsible for the entire liability at issue. If Respondent fails to assume the defense of such matter involving within said 30 day period, Claimant will (upon delivering notice to such effect to Respondent) have the asserted liability of right to undertake, at Respondent’s cost and expense, the Indemnified Partydefense, provided that any such compromise or control shall be subject to obtaining the prior written consent settlement of the Indemnified Party which shall not be unreasonably withheldsuch matter on behalf of such Claimant. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The Claimant agrees to cooperate fully with the Indemnifying Party Respondent and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Claimant shall have the right to participate at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by Respondent shall require the prior written consent of Claimant, which consent will not be unreasonably withheld and in the event Claimant defends any such asserted liability, then any compromise of such asserted liability by Claimant shall require the prior written consent of Respondent, which consent shall not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of If any party under this Agreement has notice of any action, proceeding, facts or circumstances that could reasonably result in a claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to for indemnification under this Agreement, Article 8 for the benefit of such party (the an “Indemnified Party”) ), then such Indemnified Party promptly after obtaining notice thereof shall give prompt written notice to the party or parties who from which indemnification may become obligated to provide indemnification hereunder be sought (the “Indemnifying Party”). Such ) written notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would such claim. No Indemnified Party shall be based upon subject to any liability for a delay in the Circumstance. The failure to give delivery of such notice promptly shall relieve to the extent such delay does not compromise or prejudice any right of the Indemnifying Party. Following receipt of such notice, the Indemnifying Party may undertake the defense of its indemnification obligations under this Agreement, unless such claim if (i) the Indemnifying Party gives written notice to such Indemnified Party establishes that the Indemnifying Party either had knowledge of intends to undertake such defense and that the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of will indemnify the Indemnified Party which shall against all Losses resulting from or relating to such claim pursuant to this Article 8 and (ii) the claimant making each claim does not seek an injunction or other equitable relief as a primary element of relief. If assumed by the Indemnifying Party, the defense of the claim will be unreasonably withheld. An Indemnifying conducted actively and diligently by legal counsel reasonably acceptable to the Indemnified Party shall not be liable for any costs of settlement incurred without or such Indemnified Party may re-undertake the written consent defense thereof at the expense of the Indemnifying Party. If any the Indemnifying Party undertakes assumes the defense of a claim, the Indemnified Party may, by counsel of its choice, participate in such defense at their own expense. The Indemnified Party shall furnish to compromise or defend the Indemnifying Party, in reasonable detail, such information as the Indemnified Party may have with respect to such claim, including all records and similar materials that are reasonably required in the defense of such claim. If, within ten (10) days after notice of any asserted liabilitysuch claim, it shall promptly notify the Indemnifying Party has not notified the Indemnified Party of its intention to do sodefend the claim, then each Indemnified Party will (without further notice to the Indemnifying Party) have the right to undertake the defense of such claim and the Indemnifying Party shall nonetheless bear the costs and Losses of the Indemnified Party agrees to cooperate fully with the extent the Indemnifying Party is responsible for such costs and its counsel loses pursuant to the terms hereof. The Indemnifying Party may elect to participate in the compromise of such proceedings, negotiations, or defense against at any time at its own expense. No Indemnified Party shall settle any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by claim without the consent of the Indemnifying Party, provided such costs and expenses have been previously approved by which consent shall not be unreasonably withheld. No Indemnifying Party shall settle any claim it is defending under this Section 8.3 without the Indemnifying consent of the Indemnified Party. In any event, which consent will not be unreasonably withheld, unless the settlement provides for (1) no relief other than monetary damages against which the Indemnified Party shall have is fully indemnified and (2) an unconditional release of the right at its own expense to participate in the defense of an asserted liabilityIndemnified Party.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer (a) A party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right parties entitled to indemnification under this Agreement, such party hereunder (the an “Indemnified Party”) with respect to any legal proceeding, claim or demand instituted by any third party (in each case, a “Third-Party Claim”) will give the party or parties required to provide such indemnification (the “Indemnifier”) prompt written notice of such Third-Party Claim, along with a notice of the facts giving rise to such Third-Party Claim; provided that the failure to provide prompt notice shall give not relieve the Indemnifier of its indemnification obligations hereunder, except to the extent (and only to the extent) that the Indemnifier is actually and materially prejudiced by the failure of the Indemnified Party to provide such prompt notice. (b) If the Indemnifier provides written notice to the party or parties who may become Indemnified Party acknowledging that it is obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless indemnify the Indemnified Party establishes that (subject to the Indemnifying limits and on the terms set forth herein) within twenty (20) days after the Indemnifier’s receipt of written notice from the Indemnified Party either had knowledge of such Third-Party Claim, the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnifier shall have the right, at its optionthe Indemnifier’s expense, to compromise defend against, negotiate, settle (in accordance with this Agreement) or defend the claim, at its own expense otherwise deal with such Third-Party Claim and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of have the Indemnified Party which shall not be unreasonably withheld. An Indemnifying represented by counsel selected by the Indemnifier and the Indemnified Party shall cooperate with the Indemnifier and its counsel in the defense thereof and in any settlement thereof; provided that (i) the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense, (ii) the Indemnifier shall only have a right to elect to defend any Third-Party Claim if (A) the Third‑Party Claim involves only money damages and does not be liable for seek an injunction or other equitable relief or (B) Third-Party Claim is not a criminal action, (iv) the Indemnifier may not assume the defense of any costs Third-Party Claim if an actual conflict of interest exists between the Indemnifier and the Indemnified Party that precludes joint representation under the cannons of legal ethics, and (v) the Indemnified Party may take over the defense and prosecution of a Third-Party Claim from the Indemnifier (at the Indemnifier’s cost and expense) if the Indemnifier has failed to respond to the written notice received from the Indemnified Party in accordance with this Agreement; and provided, further that none of the Parent, the Buyer, the Seller Representative or any Seller may enter into a settlement incurred of any Third-Party Claim without the written consent of (i) the Indemnifying Parent and the Buyer or (ii) the Seller Representative or the applicable Seller (not to be unreasonably withheld, conditioned or delayed), except that the Indemnifier may enter into a settlement (without the consent of the Indemnified Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify ) if such settlement provides the Indemnified Party of its intention to do so, with a full release from such Third-Party Claim and requires no more than a monetary payment for which the Indemnified Party agrees to cooperate is fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liabilityindemnified. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, If the Indemnified Party shall have has assumed the right defense or is otherwise negotiating any such Third‑Party Claim, the Indemnifier may participate in any proceeding or negotiation with counsel of its choice and at its own expense to participate in the defense of an asserted liabilityexpense.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an indemnifiable event which involves any claim or the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceeding, claim or potential claim including any Governmental Authority (any of which is hereinafter individually referred to as a “CircumstanceThird Party Claim”) which could ), the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Third Party Claim or the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the extent that, such failure actually prejudices the Indemnifying Party hereunder. In the event that an action is brought against an Indemnified Party establishes and such Indemnified Party has notified the Indemnifying Party of the commencement thereof pursuant to this Section 9.6, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party provided, however, that the Indemnifying Party either had knowledge of shall not be entitled to assume the Circumstance or was not prejudiced defense (unless otherwise agreed to in writing by the failure Indemnified Party) if (a) the Third Party Claim relates primarily to give notice of any criminal Proceeding, indictment, allegation or investigation, (b) the Circumstance. The Indemnifying Third Party shall have the right, at its option, to compromise Claim primarily seeks an injunction or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of equitable relief against the Indemnified Party, provided (c) the Losses relating to the Third Party Claim are reasonably likely to exceed the maximum amount that any such compromise the Indemnified Party could then be entitled to recover from the Indemnifying Party under the applicable provisions of this Agreement, or control shall (d) the Third Party Claim is one in which the Indemnifying Party is also a party and, based upon the advice of counsel, joint representation would be subject inappropriate or there may be legal defenses available to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldare different from or additional to those available to the Indemnifying Party. An After notice from the Indemnifying Party to the Indemnified Party of such election to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party hereunder for any legal costs or expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except as otherwise provided in this Article IX. The Indemnifying Party and the Indemnified Party agrees agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted Liability. If the Indemnifying Party and its counsel in elects to assume the compromise defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventa Third Party Claim as contemplated hereunder, the Indemnified Party shall have the right to participate in (but not control) at its own expense to participate in the defense of such action or asserted Liability. If the Indemnifying Party assumes the defense of an asserted liabilityaction, no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless (A) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (B) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled and (C) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party or (ii) by the Indemnified Party without the consent of the Indemnifying Party. Except as contemplated hereunder, in no event shall an Indemnifying Party be liable for any settlement or compromise effected without its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give a Claim Notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, (1) the parties hereto shall cooperate in the defense or prosecution thereof and (2) the Indemnifying Party shall use commercially reasonable efforts in the defense or settlement of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making officers, directors, employees and agents of the Indemnified Party available on a mutually convenient basis to provide information, testimony at depositions, hearings or trials, and such other assistance as may be reasonably requested by the Indemnifying Party.

Notice and Opportunity to Defend. Promptly after If there occurs an event --------------------------------- which either party asserts is an indemnifiable event pursuant to Sections 9.1 or 9.2 hereof, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to party seeking indemnification under this Agreement, such party (the “Indemnified Party”"Indemnitee") shall give prompt written notice to notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”)"Indemnitor") promptly. Such If such event involves (a) any claim, or (b) the commencement of any action or proceeding by a third person, the Indemnitee shall give the Indemnitor written notice of such claim or the commencement of such action or proceeding. Delay or failure to so notify the Indemnitor shall specify in reasonable detail only relieve the basis and amountIndemnitor of its obligations hereunder to the extent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure Indemnitor shall have a period of fifteen (15) days (or such lesser period as circumstances may dictate, if the nature of the claim requires an earlier response) within which to give such notice promptly shall relieve notify the Indemnifying Party Indemnitee of its indemnification obligations under this Agreement, unless intention to assume responsibility for the Indemnified Party establishes that the Indemnifying Party either had knowledge defense or settlement of the Circumstance claim or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party action, and shall have the right, at its option, right to compromise or defend the claimdefend, at its own expense and by its own counselcounsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee, and otherwise control any such matter involving matter, so long as (i) the asserted liability of Indemnitor notifies the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party Indemnitee of its intention to assume responsibility to do soso within the prescribed period; (ii) the Indemnitor provides the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor has the financial resources to and will assume and be responsible for the liability at issue, subject to the limitations set forth in Section 9.5 hereof, (iii) the particular claim or cause of action involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the claim or action is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnitee, and (v) the Indemnified Party agrees Indemnitor conducts the defense of the claim or action actively and diligently. If the Indemnitor does not respond within such period or rejects responsibility for such matter in whole or in part, or if any of the conditions set forth in the preceding sentence is not satisfied or becomes unsatisfied, the Indemnitee shall be free to defend or compromise such claim or action in any matter it may reasonably deem appropriate, without prejudice to any of its rights hereunder, and may pursue any and all remedies as may be available to the Indemnitee under applicable Law. The Indemnitee agrees, at the Indemnitor's cost and expense, to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee and the Indemnitor shall have the right to participate at its own expense to participate in the defense of an such asserted liability, including any meetings, discussions, and negotiations with any adverse party. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee and until such consent is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement which the Indemnitor wishes to accept that involves solely money damages (and no injunctive or other equitable relief) in an amount to be paid entirely by the Indemnitor without contribution by the Indemnitee and provides for an unconditional release of the Indemnitee, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement, and (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter.

Notice and Opportunity to Defend. Promptly after If an event occurs which a Party asserts is an indemnifiable event pursuant to Section 5.1 or 5.2, the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to Party seeking indemnification under this Agreement, such party (the “Indemnified PartyIndemnitee”) shall give prompt written notice to promptly notify the party or parties who may become other Party obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail If such event involves (a) any claim or (b) the basis and amount, if ascertainable, commencement of any action or proceeding by a third Person, the Indemnitee will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The Indemnitee’s failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. If any such action is brought against any Indemnitee and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. Notwithstanding anything to the contrary in this Agreement, unless the Indemnified Party establishes that after notice from the Indemnifying Party either had knowledge to the Indemnitee of such election to so assume the Circumstance or was not prejudiced by defense thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the Indemnitee for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by the written consent Indemnitee in connection with the defense thereof, unless the named parties to such action or proceeding include both one or more Indemnifying Parties and an Indemnitee, and the Indemnitee has been advised in writing by counsel that there is a non-waivable conflict of interest that precludes the same counsel from representing the Indemnitee and the Indemnifying Party. If any , in which event such Indemnitee shall be entitled, at the Indemnifying Party undertakes Party’s cost, risk and expense, to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party separate counsel of its intention to do so, and the Indemnified Party own choosing. The Indemnitee agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred The Indemnitee shall have the right to participate at its own expense in connection with the defense of such cooperation asserted liability. In no event shall an Indemnifying Party be borne liable for any settlement effected by the Indemnitee without the written consent of the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Partywhich will not be unreasonably withheld. In no event shall an Indemnifying Party effect any eventsettlement without the written consent of the Indemnitee, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilitywhich will not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If an event occurs which a party asserts is an indemnifiable event pursuant to Section 5.1 or the Company and/or the Seller of notice of any action5.2, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall promptly notify the other party obligated to provide indemnification hereunder (the “Indemnifying Party”"INDEMNIFYING PARTY"). Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; PROVIDED, HOWEVER, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. If any such action is brought against any party seeking indemnification obligations under this Agreementand it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it wishes, at its cost, risk and expense to assume the defense thereof, with counsel reasonably satisfactory to the party seeking indemnification, unless the Indemnified named party to such action or proceeding includes both an Indemnifying Party establishes and a party seeking indemnification and the party seeking indemnification has been advised in writing by counsel that there may be one or more legal defenses available to such party that are different from or additional to those available to the Indemnifying Party, in which event the party seeking indemnification shall be entitled, at the Indemnifying Party's reasonable cost and expense, to separate counsel of its own choosing reasonably acceptable to the Indemnifying Party. After notice from the Indemnifying Party either had knowledge to the party seeking indemnification of such election to so assume the Circumstance or was not prejudiced by defense thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party in connection with the written consent of the Indemnifying Partydefense thereof. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully in all reasonable respects with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred The party seeking indemnification shall have the right to participate at its own expense in connection with the defense of such cooperation asserted liability. The Indemnifying Party shall be borne entitled to compromise or settle any claim as to which it is providing indemnification, which compromise or settlement shall be made only with the written consent of the party being indemnified, such consent not to be unreasonably withheld. If an Indemnifying Party fails to assume the defense of a claim within 30 calendar days after receipt of the notice of claim by the Indemnifying Party, provided the party seeking indemnification, against which such costs and expenses have claim has been previously approved by asserted, will, upon delivering notice to such effect to the Indemnifying Party. In any event, the Indemnified Party shall have the right to undertake, at its own the Indemnifying Party's reasonable cost and expense subject to participate the limitations set forth in this Article V, the defense, compromise or settlement of such claim on behalf of and for the account of the Indemnifying Party subject to the limitations set forth in this Article V; PROVIDED, HOWEVER, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the party seeking indemnity assumes the defense of the claim, it shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. In no event shall an asserted liabilityIndemnifying Party be liable for any settlement effected without its consent, which will not be unreasonably withheld.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an indemnifiable event which involves any claim or the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceedingincluding any Governmental Authority (a "Third Party Claim"), claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Third Party Claim or the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the extent that, such failure actually prejudices the Indemnifying Party hereunder. In the event that an action is brought against an Indemnified Party establishes and such Indemnified Party has notified the Indemnifying Party of the commencement thereof pursuant to this Section 9.5, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party either had knowledge of shall not be entitled to assume the Circumstance or was not prejudiced defense (unless otherwise agreed to in writing by the failure Indemnified Party) if (i) the Third Party Claim relates primarily to give notice of any criminal proceeding, action, indictment, allegation or investigation, (ii) the Circumstance. The Indemnifying Third Party shall have the right, at its option, to compromise Claim primarily seeks an injunction or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of equitable relief against the Indemnified Party, provided (iii) the Losses relating to the Third Party Claim are reasonably likely to exceed the maximum amount that any such compromise the Indemnified Party could then be entitled to recover from the Indemnifying Party under the applicable provisions of this Agreement, or control shall (iv) the Third Party Claim is one in which the Indemnifying Party is also a party and, based upon the advice of counsel, joint representation would be subject inappropriate or there may be legal defenses available to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldare different from or additional to those available to the Indemnifying Party. An After notice from the Indemnifying Party to the Indemnified Party of such election to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party hereunder for any legal costs or expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except as otherwise provided in this Article IX. The Indemnifying Party and the Indemnified Party agrees agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. If the Indemnifying Party and its counsel in elects to assume the compromise defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventa Third Party Claim as contemplated hereunder, the Indemnified Party shall have the right to participate in (but not control) at its own expense to participate in the defense of an such action or asserted liability. If the Indemnifying Party assumes the defense of an action, no settlement or compromise thereof may be effected (x) by the Indemnifying Party without the written consent of the Indemnified Party (unless (A) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (B) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled and (C) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party) or (y) by the Indemnified Party without the consent of the Indemnifying Party. Except as contemplated hereunder, in no event shall an Indemnified Party or an Indemnifying Party be liable for any settlement or compromise effected without its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give a Claim Notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, (1) the parties hereto shall cooperate in the defense or prosecution thereof and (2) the Indemnifying Party shall use commercially reasonable efforts in the defense or settlement of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making officers, directors, employees and agents of the Indemnified Party available on a mutually convenient basis to provide information, testimony at depositions, hearings or trials, and such other assistance as may be reasonably requested by the Indemnifying Party.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there -------------------------------- occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.1(a) or the Company and/or the Seller of notice of any action8.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemni- fication shall notify the other party obligated to provide indemnification hereunder (the “"Indemnifying Party”)") within 30 days of becoming aware of such occurrence. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party written notice of such claim or the commence- ment of such action or proceeding within 30 days of receiving such notice or the commencement of such action; provided, -------- however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided -------- herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have the rightbe entitled to participate therein and may elect, at its optionwithin 20 days of receiving such notice, to compromise or defend assume the claimdefense thereof with counsel reasonably satisfactory to such party seeking indemnification and, at its own expense and by its own counselafter notice from the Indemni- fying Party to such party seeking indemnification of such elec- tion so to assume the defense thereof, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party seeking indemnification hereun- der for any costs legal expenses of settlement other counsel or any other expenses subsequently incurred without by such party in connection with the written consent of the Indemnifying Partydefense thereof. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party The party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such action or asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party The party seeking indemnification shall have the right to participate at its own expense to participate in the defense of an such action or asserted liability. In no event shall an Indemnifying Party be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld. In no event shall a party seeking indemnification be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld, unless such settlement does not contain any terms or conditions that are adverse to the interests of the party seeking indemnification.

Notice and Opportunity to Defend. Promptly after (a) If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1 or 9.2, the receipt by Buyer party or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to parties seeking indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to promptly notify the other party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such , which notice shall specify in reasonable detail the nature and basis of such claim and amountthe amount thereof, if ascertainable, to the extent known. If such event involves any claim or the commencement of any action or proceeding by a third Person (a “Third Party Claim”), the Indemnified Party shall give such Indemnifying Party prompt written notice (the “Claim Notice”) of such claim or the commencement of such action or proceeding, which notice shall specify the nature and basis of such claim and the amount thereof, to the extent known, and shall be accompanied by copies of all relevant documentation with respect to such claim, including any summons, complaint or other pleadings that would be based upon may have been served, any written demand or any other relevant document or instrument; provided, however, that the Circumstance. The failure to give provide such prompt notice promptly shall will not relieve the Indemnifying Party of its indemnification obligations hereunder unless such failure prejudices the Indemnifying Party hereunder. In the case of a Third Party Claim, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to the Indemnified Party of such election so to assume the defense thereof (an “Indemnification Acknowledgement”), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Indemnifying Party and the Indemnified Party agree to cooperate reasonably with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. Notwithstanding anything else set forth in this Section 9.6, the Indemnified Party shall at all times have the right to participate at its own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action, no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the settlement involves solely money damages and all such relief is paid or satisfied in full by the Indemnifying Party and the Indemnified Party receives a full release from all claimants or (ii) by the Indemnified Party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any settlement effected without its written consent. (b) Notwithstanding anything to the contrary set forth in this Agreement, from and after the time when the aggregate amount of claims paid or potentially payable by an Indemnifying Party under this Agreement, unless which are subject to the Cap, exceeds or could potentially exceed the Cap based upon claims paid and pending in accordance with this Agreement, the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its optionown cost and expense, to compromise or defend jointly control the claim, at its own expense defense and by its own counsel, and otherwise control settlement of any pending indemnification claims the liability for which could potentially result in the aggregate claims exceeding the Cap. Any such matter involving time as the asserted liability aggregate amount of the Indemnified Party, provided that any such compromise or control shall be claims subject to obtaining the prior written consent of Cap that have been paid or settled (subject to being paid) exceeds the Indemnified Party which shall not be unreasonably withheld. An Cap, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall no longer have the right at its own expense or obligation to participate in the control or defense of an asserted liabilitysuch claims.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an indemnifiable event which involves any claim or the Company and/or the Seller of notice commencement of any actionaction or proceeding by a third Person, proceeding, claim or potential claim including any Governmental Authority (any of which is hereinafter individually referred to as a “CircumstanceThird Party Claim”) which could ), the Indemnified Party will give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give Indemnifying Party prompt written notice to of such Third Party Claim or the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstancecommencement thereof. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only if, unless and to the extent that, such failure actually prejudices the Indemnifying Party hereunder. In the event that an action is brought against an Indemnified Party establishes and such Indemnified Party has notified the Indemnifying Party of the commencement thereof pursuant to this Section 9.5, the Indemnifying Party shall be entitled to assume the defense thereof, with counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party either had knowledge of shall not be entitled to assume the Circumstance or was not prejudiced defense (unless otherwise agreed to in writing by the failure Indemnified Party) if (i) the Third Party Claim relates primarily to give notice of any criminal proceeding, action, indictment, allegation or investigation, (ii) the Circumstance. The Indemnifying Third Party shall have the right, at its option, to compromise Claim primarily seeks an injunction or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of equitable relief against the Indemnified Party, provided (iii) the Losses relating to the Third Party Claim are reasonably likely to exceed the maximum amount that any such compromise the Indemnified Party could then be entitled to recover from the Indemnifying Party under the applicable provisions of this Agreement, or control shall (iv) the Third Party Claim is one in which the Indemnifying Party is also a party and, based upon the advice of counsel, joint representation would be subject inappropriate or there may be legal defenses available to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheldare different from or additional to those available to the Indemnifying Party. An After notice from the Indemnifying Party to the Indemnified Party of such election to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party hereunder for any legal costs or expenses of its intention to do soother counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except as otherwise provided in this Article IX. The Indemnifying Party and the Indemnified Party agrees agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. If the Indemnifying Party and its counsel in elects to assume the compromise defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any eventa Third Party Claim as contemplated hereunder, the Indemnified Party shall have the right to participate in (but not control) at its own expense to participate in the defense of an such action or asserted liability. If the Indemnifying Party assumes the defense of an action, no settlement or compromise thereof may be effected (x) by the Indemnifying Party without the written consent of the Indemnified Party (unless (A) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (B) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled and (C) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party) or (y) by the Indemnified Party without the consent of the Indemnifying Party. Except as contemplated hereunder, in no event shall an Indemnified Party or an Indemnifying Party be liable for any settlement or compromise effected without its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give a Claim Notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, (1) the parties hereto shall cooperate in the defense or prosecution thereof and (2) the Indemnifying Party shall use commercially reasonable efforts in the defense or settlement of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making officers, directors, employees and agents of the Indemnified Party available on a mutually convenient basis to provide information, testimony at depositions, hearings or trials, and such other assistance as may be reasonably requested by the Indemnifying Party.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of If there occurs an event which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “an "Indemnified Party”") asserts is an indemnifiable event pursuant to Section 5.1(a) or (b) (except, in each case, as relates to claims that are governed by Section 5.1(g)) or 5.1(c), the Indemnified Party shall give prompt written notice to notify the other party or parties who may become obligated to provide indemnification hereunder (the “an "Indemnifying Party”)") promptly. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the Indemnified Party will give such Indemnifying Party prompt written notice of such claim that would be based upon or the Circumstancecommencement of such action or proceeding. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreementhereunder only to the extent that such failure materially and adversely prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, unless the Indemnifying Party shall be entitled to participate therein and, if the Indemnifying Party shall provide the Indemnified Party establishes with written acknowledgement of its liability for the indemnity against Losses relating to such claim, to the extent that it shall wish, to assume the defense thereof and, after notice from the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An of such election so to assume the defense thereof, the Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party for any legal expenses of its intention to do so, and other counsel or any other expenses subsequently incurred by the Indemnified Party in connection therewith. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by If the Indemnifying Party, provided Party assumes the defense of such costs and expenses have been previously approved by the Indemnifying Party. In any eventasserted liability, the Indemnified Party shall have the right to participate at its own expense in such defense. No Indemnifying Party shall consent to participate the entry of any judgment or enter into any settlement without the consent of the Indemnified Party (A) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, (B) if such judgment or settlement would result in the defense finding or admission of an asserted liabilityany violation of Law, (C) if such judgment or settlement involves injunctive relief or (D) if the damages fall within the Basket or are in excess of the Cap. This Section 5.1(f) shall not apply to claims governed by Section 5.1(g), which shall be governed solely and exclusively by the provisions thereof.

Notice and Opportunity to Defend. Promptly after If a claim by a third party is made against any Indemnitee and if such Indemnitee intends to seek indemnification with respect thereto under this Article 10, then such Indemnitee will give the receipt by Buyer Indemnitor notice of such claim or the Company and/or commencement of such action or proceeding within thirty (30) days of Indemnitee's becoming aware thereof (or such shorter period of time as is reasonably necessary) to defend a third party claim); provided, however, that delay or failure to so notify the Seller Indemnitor shall only relieve the Indemnitor of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice its obligations to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amountextent, if ascertainableat all, that it is prejudiced by reasons of any claim that would be based upon the Circumstancesuch delay or failure. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party Indemnitor shall have a period of thirty (30) days within which to respond thereto. If the rightIndemnitor accepts responsibility within such thirty (30)-day period, at its option, the Indemnitor shall be obligated to compromise or defend the claimdefend, at its own expense and by its own counselreasonably satisfactory to the Indemnitee, such matter. If the Indemnitor does respond within such thirty (30)-day period and otherwise control any rejects responsibility for such matter involving in whole or in part, or does not respond, the asserted liability of the Indemnified Party, provided that any such compromise or control Indemnitee shall be subject free to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for pursue, without prejudice to any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention rights hereunder, such remedies as may be available to do sothe Indemnitee under applicable Legal Requirements at the Indemnitor's expense (subject, and for the Indemnified Party avoidance of doubt, to the limits set forth in this Article 10). The Indemnitee agrees to cooperate fully with the Indemnifying Party Indemnitor and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party Indemnitee shall have the right to participate in a non-controlling manner and at its own expense to participate in the defense of an such asserted liability. Any compromise of such asserted liability by the Indemnitor shall require the prior written consent of the Indemnitee and until such consent is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement containing a complete release of the Indemnitee from all Liability in connection with the underlying claim that the Indemnitor wishes to accept and such settlement offer does not require the Indemnitee to take any action or refrain from taking any action or otherwise restrict or limit in any way Purchaser's ability to operate the Business, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement; or (ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee's continuing to pursue such matter. The Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of the decision of the Indemnitee to pursue such matter. So long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnitee shall not pay or settle such claim without the Indemnitor's prior consent; provided that the Indemnitee may pay or settle such claim if it waives its right to indemnity therefor from the Indemnitor.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or any party hereto (the Company and/or the Seller "Indemnitee") of notice of any action, proceedingdemand, claim or potential claim (any circumstance which, with or without the lapse of which is hereinafter individually referred to as a “Circumstance”) which could time, would or might give rise to a right to indemnification under this Agreementclaim or the commencement (or threatened commencement) of any action, such party proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the “Indemnified Party”"Claims Notice") shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder pursuant to Section 7.2 or 7.3 (the “"Indemnifying Party”"). Such notice Each Claims Notice shall specify describe the Asserted Liability in reasonable detail and shall indicate the basis and amountamount (estimated, if ascertainablenecessary, of any claim that would be based upon and to the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge extent feasible) of the Circumstance Loss that has been or was not prejudiced may been suffered by the failure to give notice of the Circumstance. Indemnitee. (a) The Indemnifying Party shall have the right, at its option, may elect to compromise or defend the claimdefend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 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 compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or (b) Notwithstanding anything in Section 7.4 to the contrary, in the case of any Asserted Liability by any supplier, distributor, sales agent or customer of the Company with respect to the Business conducted by the Company prior to the Closing in connection with which Buyer may make a claim for indemnification pursuant to Section 7.2, Buyer promptly shall give a Claims Notice with respect thereto but, unless Buyer and the Indemnifying Party otherwise control agree, Buyer shall have the exclusive right at its option to defend, at its own expense, any such matter involving matter, subject to the asserted liability duty of Buyer to consult with the Indemnified Party, Indemnifying Party and its attorneys in connection with such defense and provided that any no such compromise or control matter shall be subject to obtaining compromised or settled by Buyer without the prior written consent of the Indemnified Party Indemnifying Party, which consent shall not be unreasonably withheld. An The Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate recommend in good faith to Buyer proposals to compromise or settle claims brought by a supplier, distributor, sales agent or customer, and Buyer agrees to present such proposed compromises or settlements to such supplier, distributor or customer. All amounts required to be paid in connection with any such Asserted Liability pursuant to the defense determination of an asserted liability.any Governmental Authority, and all amounts

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 8.1(a) or the Company and/or the Seller of notice of any action8.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “Indemnifying Party”)"INDEMNIFYING PARTY") promptly. Such notice shall specify in reasonable detail If such event involves (i) any claim or (ii) the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; PROVIDED, HOWEVER, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any party in respect of which that person is seeking indemnification obligations under this Agreementand it shall notify the Indemnifying Party of the commencement thereof, unless the Indemnified Indemnifying Party establishes shall be entitled to participate therein or, following the delivery by the Indemnifying Party to the party or parties seeking indemnification of the Indemnifying Party's acknowledgement in writing that the relevant Loss is an indemnified liability hereunder and that the Indemnifying Party either had knowledge Party, in its good faith judgment, will be able to pay any award of money damages against the Circumstance indemnified party in connection with such action, to assume the defense thereof, with counsel reasonably satisfactory to such party or was not prejudiced by parties seeking indemnification and, after notice from the failure to give notice of the Circumstance. The Indemnifying Party shall have to such party or parties seeking indemnification of such election so to assume the rightdefense thereof, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action (a) no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If indemnified party (which consent shall not be unreasonably withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any person by any indemnified party and no adverse effect on any other claims that may be made against any indemnified party and (y) all relief provided is paid or satisfied in full by the Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify (ii) by the Indemnified Party indemnified party without the consent of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in (b) the compromise indemnified party may subsequently assume the defense of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by action if a court of competent jurisdiction determines that the Indemnifying Party, provided Party is not vigorously defending such costs and expenses have been previously approved by the Indemnifying Partyaction. In no event shall an Indemnifying Party be liable for any eventsettlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). If more than one Seller is an Indemnifying Party with respect to any matter, the Indemnified Party Sellers' Representative shall have the right at its own expense authority to participate in exercise all rights of the defense of an asserted liabilityIndemnifying Party afforded by this Section 8.1(d).

Notice and Opportunity to Defend. Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification The party indemnified under this Agreement, such party Article 12 (the “"Indemnified Party”") shall promptly give prompt written notice to the indemnifying party or parties who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, ") of any matter giving rise to an obligation to indemnify. The Indemnifying Party may assume the defense of such matter if it acknowledges the obligation to indemnify the Indemnified Party with respect to such claim. Should the Indemnifying Party so elect to assume the defense, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of such claim. If the Indemnifying Party assumes such defense it shall conduct the defense diligently with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnifying Party may not settle any such claim without the consent of the Indemnified Party, unless such settlement provides for only monetary relief that would is paid in full or on behalf of the Indemnifying Party and includes a full and unconditional release of the Indemnified Parties; provided that to the extent of the Indemnified Party is required such consent shall not be based upon unreasonably withheld. If the CircumstanceOwners or the Stockholders are the Indemnifying Party, then the notice required by the immediately preceding sentence shall be given to the Owners' Representative who shall act on behalf of the Indemnifying Party for purposes of this Article 12. The Indemnified Party agrees to cooperate with the Indemnifying Party and to make reasonably available to the Indemnifying Party any necessary records or documents in the possession of the Indemnified Party, which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or compromise such claim without the Indemnifying Party's consent. The failure of any Indemnified Party to give such notice promptly as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder except to the Indemnified Party establishes extent that the Indemnifying Party either had knowledge of the Circumstance or was not is actually prejudiced by the such failure to give notice notice. With respect to any matter for which indemnification is or may be sought by the Parent Indemnified Parties pursuant to Section 12.2(d) (solely with respect to claims relating to that certain letter dated December 23, 2003 to NNA of Alabama, Inc. from Blue Cross Blue Shield of Alabama) or 12.2(e), the Circumstance. The Indemnifying Party shall have parties agree that (i) the rightStockholders, at its optionthrough the Owners' Representative, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject entitled to obtaining control the negotiations, discussions and any other communications relating to such matter, (ii) neither Parent nor the Company Entities shall enter into any contract, agreement or other arrangement which could reasonably be expected to result in any liability under Section 12.2(d) (solely with respect to claims relating to that certain letter dated December 23, 2003 to NNA of Alabama, Inc. from Blue Cross Blue Shield of Alabama) or 12.2(e) to the Stockholders, without the Owners' Representative's prior written consent, which consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party ; (iii) Owners' Representative shall not be liable for keep Parent Indemnified Parties reasonably informed regarding the status of any costs such matters and shall provide Parent Indemnified Parties with copies of settlement incurred without all correspondence relating thereto; (iv) the written consent Stockholders and the Owners' Representative agree that they are on notice of the Indemnifying Party. If any Indemnifying Party undertakes matters referenced in Schedules 12.2(d) (solely with respect to compromise or defend any asserted liabilityclaims relating to that certain letter dated December 23, it shall promptly notify 2003 to NNA of Alabama, Inc. from Blue Cross Blue Shield of Alabama) and 12.2(e) hereto and that the Indemnified Party of its intention Stockholders, through the Owners' Representative, have agreed to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in assume the defense of an asserted liabilitythereof.

Notice and Opportunity to Defend. Promptly after a. If a party seeking indemnification (the receipt by Buyer or the Company and/or the Seller of notice "Indemnitee") becomes aware of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could matters that it believes may give rise to a right an indemnifiable claim, or asserts any claim that it believes may be indemnifiable pursuant to indemnification under this Agreement, such party (the “Indemnified Party”) Indemnitee shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “"Indemnifying Party”)") prompt written notice of such matter or claim, stating with particularity the nature of such matter or the aforementioned claim and the amount thereof. Such Failure to provide such notice shall specify not affect the right of the Indemnitee to indemnification except to the extent such failure shall have resulted in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure liability to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless that could have been actually avoided had such notice been provided within such required time period. b. If the Indemnified Party establishes matter that the Indemnifying Party either had knowledge of Indemnitee believes gives rise to an indemnifiable claim does not involve a third party claim against an Indemnitee, the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have thirty (30) days from the rightdate on which it received notice of such claim pursuant to this Section to respond to such notice. If such Indemnifying Party accepts responsibility or does not respond within such thirty (30)-day period, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs promptly pay to the Indemnitee the full amount of settlement incurred without the written consent of such claim. If the Indemnifying Party. If Party rejects any Indemnifying Party undertakes liability with respect to compromise or defend any asserted liabilitysuch claim, it shall promptly notify give written notice of such objection to the Indemnified Party of its intention to do so, Indemnitee within such thirty (30)-day period and the Indemnified Party agrees parties shall seek to cooperate fully with resolve such claim by agreement. If the Indemnifying Party and its counsel in parties are unable to resolve such claim by agreement within sixty (60) days following the compromise expiration of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation thirty (30)-day period mentioned above, the parties shall be borne by entitled to pursue, without prejudice to any of their rights hereunder, such remedies as may be available to the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liabilityparties under applicable law.

Notice and Opportunity to Defend. Promptly after the receipt by Buyer If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 9.1(a) or the Company and/or the Seller of notice of any action9.1(b), proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become seeking indemnification shall notify the other party or parties obligated to provide indemnification hereunder (the “Indemnifying Party”)) promptly. Such notice shall specify in reasonable detail If such event involves any claim or the basis and amount, if ascertainable, commencement of any action or proceeding by a third person, the party seeking indemnification will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that would be based upon the Circumstance. The failure to give such provide prompt notice promptly shall as provided herein will relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless hereunder only to the Indemnified Party establishes extent that such failure prejudices the Indemnifying Party either had knowledge hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the Circumstance or was not prejudiced by commencement thereof, the failure to give notice of the Circumstance. The Indemnifying Party shall have be entitled to assume the rightdefense thereof, at its optionwith counsel selected by the Indemnifying Party and, after notice from the Indemnifying Party to compromise such party or defend parties seeking indemnification of such election so to assume the claimdefense thereof, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable to the party or parties seeking indemnification Table of Contents hereunder for any costs legal expenses of other counsel or any other expenses subsequently incurred by such party or parties in connection with the defense thereof. The Indemnifying Party and the party seeking indemnification agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement incurred of any such action or asserted liability. The party or parties seeking indemnification shall have the right to participate at their own expense in the defense of such action or asserted liability. If the Indemnifying Party assumes the defense of an action no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise indemnified party (which consent shall not be unreasonably withheld or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne (ii) by the Indemnifying Party, provided such costs and expenses have been previously approved by indemnified party without the consent of the Indemnifying Party. In no event shall an Indemnifying Party be liable for any event, the Indemnified Party shall have the right at settlement effected without its own expense to participate in the defense of an asserted liabilitywritten consent.