Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article X, together with the estimated amount of such claim (if then estimable), and the Indemnitor shall have the right to assume the defense (at its expense) of any such claim through counsel of such Indemnitor's own choosing by so notifying the Indemnified Persons within fifteen (15) Business Days of the first receipt by such Indemnitor of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Persons. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnified Persons for any period during which the Indemnitor has not assumed the defense of any such third-party claim. If the Indemnitor assumes such defense, the Indemnified Persons shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor chooses to defend or prosecute any third-party claim, the Indemnified Persons shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor may recommend and that, by its terms, discharges the Indemnified Persons from any Liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Persons, the Indemnitor shall not consent to, and the Indemnified Persons shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of each Indemnified Person.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") The Sellers Representatives shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Purchaser prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XSection 9.3, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Purchaser shall have the right to assume the defense (at its the Purchaser's expense) of any such claim through counsel of such IndemnitorPurchaser's own choosing by so notifying the Indemnified Persons Sellers Representatives within fifteen sixty (1560) Business Days days of the first receipt by such Indemnitor Purchaser of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsSellers Representatives. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Seller Indemnified Persons Person and any Indemnitor Purchaser exists in respect of such third-party claim, the Indemnitor Purchaser shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel)conflict. The Indemnitor Purchaser shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Persons Purchaser for any period during which the Indemnitor Purchaser has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor Purchaser assumes such defense, the Indemnified Persons Sellers shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorPurchaser. If Purchaser chooses to defend or prosecute a third-party claim, Sellers shall cooperate in the Indemnitor defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Purchaser, the retention, and the provision to Purchaser, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Purchaser chooses to defend or prosecute any third-party claim, the Indemnified Persons Sellers shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Purchaser may recommend and that, by its terms, discharges Sellers and their Affiliates from the Indemnified Persons from any Liability full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified PersonsSellers Representative, the Indemnitor Purchaser shall not consent to, and the Indemnified Persons Sellers Representative shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Sellers or any affiliate Affiliate of the Indemnified Persons or Sellers; (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Seller Indemnified Person that is the subject of such third-party claim; or (iii) provides for monetary relief that is not indemnified under this Section 9.3 by the benefit of each Indemnified PersonPurchaser.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person"a) Purchaser shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Sellers’ Representative prompt notice of any third-party claim (and in the case of any Tax audit within a ten (10) day period from the date of receipt of any avis de vérification or proposition de rectification) that may give rise to any indemnification obligation under this Article XARTICLE VIII, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Sellers’ Representative shall have the right to assume the defense (at its Sellers’ expense) of any such claim through counsel of such Indemnitor's Sellers’ Representative’s own choosing by so notifying the Indemnified Persons Purchaser within fifteen thirty (1530) Business Days days of the first receipt by such Indemnitor Sellers’ Representative of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder (i) in the absence of actual and material prejudice for the Company and in such case, only to its Subsidiaries and (ii) provided that it does not affect the extent amount of such prejudiceindemnification due by the Sellers. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor Sellers shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Company for any period during which the Indemnitor Sellers’ Representative has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above) if such third party claim is covered by the Sellers’ indemnification obligations under this Article VIII without regard to the limitations set forth in Section 8.2(b). If the Indemnitor Sellers’ Representative assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorSellers’ Representative. If Sellers’ Representative chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the Indemnitor defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellers’ Representative, the retention, and the provision to Sellers’ Representative, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Sellers’ Representative chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Sellers’ Representative may recommend and that, by its terms, discharges Purchaser and the Indemnified Persons Purchaser Affiliates from any Liability in connection with the full amount of liability vis à vis such third-party claimparty; provided, however, that, without the consent of the Indemnified PersonsPurchaser, the Indemnitor Sellers’ Representative shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate Affiliate of the Indemnified Persons or Purchaser; (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Purchaser Indemnified Person that is the subject of such third-party claim; or (iii) provides for monetary relief that is not indemnified under this ARTICLE VIII by the benefit Sellers. Notwithstanding the foregoing, if Purchaser determines in good faith that there is a reasonable probability that a claim may adversely affect the Company, the Purchaser or their Affiliates other than as a result of each Indemnified Personmonetary damages for which it would be entitled to full indemnification under this Agreement taking into account the limitations set forth in Section 8.2 and Section 8.9, the Purchaser may, by notice to the Sellers’ Representative, assume the exclusive right to defend, compromise, or settle such claim, but the Sellers will not be bound by any determination of a claim so defended or any comprise or settlement effected without its consent (which may not be unreasonably withheld).

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part (a) For purposes of this Article X VIII, a party making a claim for indemnity under Section 8.1(a) or 8.1(b) is hereinafter referred to as an “Indemnified Party” and the party against whom such claim is asserted is hereinafter referred to as the “Indemnifying Party.” All claims by any Indemnified Party under Section 8.1(a) or 8.1(b) hereof shall be asserted and resolved in accordance with the following provisions. If any claim, demand, investigation, action or proceeding (each, a “Proceeding”) for which an "Indemnifying Party would be liable to an Indemnified Person") shall give to each party responsible Party is asserted against or alleged sought to be responsible collected from such Indemnified Party, said Indemnified Party shall promptly notify the Indemnifying Party in writing of such Proceeding stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnification hereunder (an "Indemnitor") prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article X, together with the estimated amount of such claim (if then estimablea “Claim Notice”), and the Indemnitor shall have the right to assume the defense (at its expense) of any such claim through counsel of such Indemnitor's own choosing by so notifying the Indemnified Persons within fifteen (15) Business Days of the first receipt by such Indemnitor of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Persons. Failure failure to give such notice shall will not affect waive any rights of the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only Indemnified Party except to the extent the rights of the Indemnifying Party are actually and materially prejudiced or to the extent that any applicable period set forth in Section 8.2(a) has expired without such notice being given. After receipt by the Indemnifying Party of such prejudice. Ifnotice, under applicable standards then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of professional conduct, a conflict between any the Indemnified Persons and any Indemnitor exists in respect of such third-party claimParty, the Indemnitor Indemnifying Party may elect to retain counsel reasonably acceptable to the relevant Indemnified Parties to represent such Indemnified Parties in connection with such Proceeding and shall pay the reasonable fees fees, charges and expenses disbursements of such additional counsel counsel, and shall take all actions necessary, including but not limited to the posting of such bond or other security as may be required by any Governmental Authority, so as to enable the Proceeding to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor shall be liable for the fees and expenses of counsel employed defended against or resolved without expense or other action by the Indemnified Persons for Party. The Indemnified Parties may participate, at their own expense and through legal counsel of their choice, in any period during which such Proceeding, provided that (i) the Indemnitor has not assumed Indemnifying Party may elect to control the defense of any such third-party claim. If the Indemnitor assumes such defense, the Indemnified Persons shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor chooses to defend or prosecute any third-party claim, the Indemnified Persons shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor may recommend and that, by its terms, discharges the Indemnified Persons from any Liability Parties in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Persons, the Indemnitor shall not consent to, Proceeding and the Indemnified Persons shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does the Indemnified Parties and their counsel shall reasonably cooperate with the Indemnifying Party and its counsel in connection with such Proceeding. Notwithstanding the foregoing, if the Indemnifying Party elects not include as an unconditional term thereof to retain counsel and assume control of such defense (or fails to give prompt notice of its intention to do so) or if conflicts of interests exist or arise between the giving of a release from all liability Indemnifying Party and such Indemnified Party (other than with respect to the Proceeding), or different defenses are available with respect to such claim Proceeding, then the Indemnified Parties shall retain counsel reasonably acceptable to the Indemnifying Party (it being understood that counsel from any nationally recognized law firm shall be deemed reasonably acceptable) in connection with such Proceeding and assume control of the defense in connection with such Proceeding, and the reasonable fees, charges and disbursements of counsel selected by each claimant Indemnified Party shall be reimbursed promptly by the Indemnifying Party. No compromise or plaintiff for settlement of such claims may be effected by the benefit Indemnifying Party without the Indemnified Party’s prior written consent unless: (A) there is no finding or admission of each any violation of any Legal Requirement; (B) the sole relief provided is monetary damages, none of which are required to be paid by the Indemnified PersonParty; and (C) such compromise of settlement contains a full and unconditional release of the Indemnified Party. Under no circumstances will the Indemnifying Party have any liability in connection with any settlement of any Proceeding that is entered into without its prior written consent (which consent shall not be unreasonably delayed or withheld).

Notice of Claim; Defense. A Parent (a) The Optionee Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Optionor prompt notice of any claim (including third-party claim claims) that may give rise to any indemnification obligation under this Article XXI (without regard to whether the Indemnification Threshold has been satisfied), together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Optionors shall have the right to assume the defense (at its their expense) of any such third-party claim (other than a Regulatory Action or a Private Litigation) through counsel of such Indemnitor's their own choosing by so notifying the Optionee Indemnified Persons Person within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor any Optionor of such notice from the Optionee Indemnified PersonsPerson; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsOptionee. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Optionee Indemnified Persons Person and any Indemnitor Optionor exists in respect of such third-party claim, the Indemnitor Optionee Indemnified Person shall be entitled to assume the defense of such third-party claim through counsel of its own choosing and, if the Indemnification Threshold has been satisfied, the Optionors shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor If the Indemnification Threshold has been satisfied, the Optionors shall be liable for the fees and expenses of counsel employed by the any Optionee Indemnified Persons Person for any period during which the Indemnitor has Optionors have not assumed the defense of any such third-party claimclaim (other than during any period in which the Optionee Indemnified Person will have failed to give notice of the third-party claim as provided above). If the Indemnitor assumes Optionors assume such defense, the Optionee Indemnified Persons Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorOptionors, it being understood that the Optionors shall control such defense. If the Indemnitor chooses Optionors choose to defend or prosecute a third-party claim, the Optionee Indemnified Person shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Optionors, the retention, and the provision to Optionors, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Optionors choose to defend or prosecute any third-party claim, the Optionee Indemnified Persons Person shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Optionors may recommend and that, by its terms, discharges all the Optionee Indemnified Persons from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Optionee Indemnified PersonsPerson, the Indemnitor Optionors shall not consent to, and the Optionee Indemnified Persons Person shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the any Optionee Indemnified Persons or any affiliate of the Indemnified Persons or Person, (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for to each Optionee Indemnified Person that is the benefit subject of each Indemnified Personsuch third-party claim, or (iii) does not include as an unconditional term thereof the obligation to keep all terms and conditions of such settlement confidential.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Purchaser shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") the Selling Shareholder prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article X6, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Selling Shareholders shall have the right to assume the defense (at its the Selling Shareholders’ expense) of any such claim through counsel of such Indemnitor's the Selling Shareholders’ own choosing by so notifying the Indemnified Persons Purchaser within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor any of the Selling Shareholders of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Persons Person and any Indemnitor of the Selling Shareholders exists in respect of such third-party claim, the Indemnitor Selling Shareholders shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel)conflict. The Indemnitor Selling Shareholders shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Persons Purchaser for any period during which the Indemnitor has Selling Shareholders have not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor assumes Selling Shareholders assume such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorSelling Shareholders, it being understood that the Selling Shareholders shall control such defense. If the Indemnitor chooses Selling Shareholders choose to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Selling Shareholders, the retention, and the provision to the Selling Shareholders, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Selling Shareholders choose to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Selling Shareholders may recommend and that, by its terms, discharges Purchaser and the Indemnified Persons Purchaser Affiliates from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified PersonsPurchaser, the Indemnitor Selling Shareholders shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate Affiliate of the Indemnified Persons Purchaser or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for to each Purchaser Indemnified Person that is the benefit subject of each Indemnified Personsuch third-party claim.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Purchaser shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Guarantors' Representative prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XSection 9.1, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Guarantors' Representative shall have the right to assume the defense (at its the Purchaser's expense, which expenses shall constitute Purchaser's Losses) of any such claim through counsel of such IndemnitorGuarantors' Representative's own choosing by so notifying the Indemnified Persons Purchaser within fifteen sixty (1560) Business Days days of the first receipt by such Indemnitor Guarantors' Representative of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnified Persons for any period during which the Indemnitor has not assumed the defense of any such third-party claim. If the Indemnitor Guarantors' Representative assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Guarantors' Representative. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Person and Guarantors' Representative exists in respect of such third-party claim, the IndemnitorPurchaser shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict. The reasonable fees and expenses of counsel employed by Purchaser for any period during which Guarantors' Representative has not assumed the defense of any such third-party claim (other than during any period in which the Sellers Representatives will have failed to give notice of the third-party claim as provided above). If Guarantors' Representative assumes such defense, Purchaser shall have the Indemnitor right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Guarantors' Representative. If Guarantors' Representative chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Guarantors' Representative, the retention, and the provision to Guarantors' Representative, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Guarantors' Representative chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Guarantors' Representative may recommend and that, by its terms, discharges Purchaser and the Indemnified Persons Purchaser Affiliates from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified PersonsPurchaser, the Indemnitor Guarantors' Representative shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive injunctivc or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate Affiliate of the Indemnified Persons or Purchaser; (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Purchaser Indemnified Person that is the subject of such third-party claim; or (iii) provides for monetary relief that is not indemnified under this ARTICLE IX by the benefit of each Indemnified PersonGuarantors.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person"a) Purchaser shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Sellers’ Representative prompt notice of any third-party claim (and in the case of any Tax audit within a ten (10) day period from the date of receipt of any avis de vérification or proposition de rectification) that may give rise to any indemnification obligation under this Article XARTICLE VIII, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Sellers’ Representative shall have the right to assume the defense (at its Sellers’ expense) of any such claim through counsel of such Indemnitor's Sellers’ Representative’s own choosing by so notifying the Indemnified Persons Purchaser within fifteen thirty (1530) Business Days days of the first receipt by such Indemnitor Sellers’ Representative of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder (i) in the absence of actual and material prejudice for the Company and in such case, only to its Subsidiaries and (ii) provided that it does not affect the extent amount of such prejudiceindemnification due by the Sellers. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor Sellers shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Company for any period during which the Indemnitor Sellers’ Representative has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above) if such third party claim is covered by the Sellers’ indemnification obligations under this ARTICLE VIII without regard to the limitations set forth in Section 8.2(b). If the Indemnitor Sellers’ Representative assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorSellers’ Representative. If Sellers’ Representative chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the Indemnitor defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Sellers’ Representative, the retention, and the provision to Sellers’ Representative, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Sellers’ Representative chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Sellers’ Representative may recommend and that, by its terms, discharges Purchaser and the Indemnified Persons Purchaser Affiliates from any Liability in connection with the full amount of liability vis à vis such third-party claimparty; provided, however, that, without the consent of the Indemnified PersonsPurchaser, the Indemnitor Sellers’ Representative shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate Affiliate of the Indemnified Persons or Purchaser; (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Purchaser Indemnified Person that is the subject of such third-party claim; or (iii) provides for monetary relief that is not indemnified under this ARTICLE VIII by the benefit Sellers. Notwithstanding the foregoing, if Purchaser determines in good faith that there is a reasonable probability that a claim may adversely affect the Company, the Purchaser or their Affiliates other than as a result of each Indemnified Personmonetary damages for which it would be entitled to full indemnification under this Agreement taking into account the limitations set forth in Section 8.2 and Section 8.9, the Purchaser may, by notice to the Sellers’ Representative, assume the exclusive right to defend, compromise, or settle such claim, but the Sellers will not be bound by any determination of a claim so defended or any comprise or settlement effected without its consent (which may not be unreasonably withheld).

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Purchaser shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Seller prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XVI, together with the estimated amount of such claim (if then estimable), and the Indemnitor claim. The Seller shall have the right to assume the defense (at its Seller's expense) of any such claim through counsel of such Indemnitor's own choosing approved in writing by so notifying the Indemnified Persons within fifteen (15) Business Days of the first receipt by such Indemnitor of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Persons. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel)Purchaser. The Indemnitor Seller shall be liable for the any reasonable fees and expenses of counsel employed by the Indemnified Persons Purchaser for any period during which the Indemnitor has Seller have not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor Seller assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorSeller, it being understood that Seller shall control such defense. If Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the Indemnitor defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Seller, the retention, and the provision to Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Seller may recommend and that, by its terms, discharges Purchaser and the Indemnified Persons Purchaser's Affiliates from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified PersonsPurchaser, the Indemnitor Seller shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate Affiliate of the Indemnified Persons Purchaser, or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of each Indemnified Personto Purchaser.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Shareholder Indemnified Person that desires to seek indemnification under any part of this Article X XI (each, an "Indemnified Person") shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XXI, together with the estimated amount of such claim (if then estimable), and the Indemnitor shall have the right to assume the defense (at its expense) of any such claim through counsel of such Indemnitor's own choosing by so notifying the Indemnified Persons within fifteen (15) Business Days of the first receipt by such Indemnitor of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Persons. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnified Persons for any period during which the Indemnitor has not assumed the defense of any such third-party claim. If the Indemnitor assumes such defense, the Indemnified Persons shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor chooses to defend or prosecute any third-party claim, the Indemnified Persons shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor may recommend and that, by its terms, discharges the Indemnified Persons from any Liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Persons, the Indemnitor shall not consent to, and the Indemnified Persons shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of each Indemnified Person.

Notice of Claim; Defense. A Parent An Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Party shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") the applicable Indemnifying Party prompt written notice of any third-party claim (a "THIRD-PARTY CLAIM") that may give rise to any indemnification obligation under this Article XVIII, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Indemnifying Party shall have the right to assume the defense (at its the Indemnifying Party's expense) of any such claim through counsel of such Indemnitorthe Indemnifying Party's own choosing by so notifying the such Indemnified Persons Party within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor the Indemnifying Party of such written notice from the such Indemnified PersonsParty; providedPROVIDED, howeverHOWEVER, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsParty. Failure to give such written notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Indemnified Persons Party and any Indemnitor the Indemnifying Party exists in respect of such thirdThird-party claimParty Claim, the Indemnitor Indemnifying Party shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel)conflict. The Indemnitor Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Party for any period during which the Indemnitor Indemnifying Party has not assumed the defense of any Page 57 such thirdThird-party claimParty Claim (other than during any period in which the Indemnified Party will have failed to give written notice of the Third-Party Claim as provided above). If the Indemnitor Indemnifying Party assumes such defense, the Indemnified Persons Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorIndemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnitor Indemnifying Party chooses to defend or prosecute a Third-Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to Indemnifying Party, of records and information reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Indemnifying Party chooses to defend or prosecute any thirdThird-party claimParty Claim, the Indemnified Persons Party shall agree to any settlement, compromise or discharge of such thirdThird-party claim Party Claim that the Indemnitor Indemnifying Party may recommend and that, by its terms, discharges the Indemnified Persons Party and its Affiliates from any Liability the full amount of liability in connection with such thirdThird-party claimParty Claim; providedPROVIDED, howeverHOWEVER, that, without the consent of the Indemnified PersonsParty, the Indemnitor Indemnifying Party shall not consent to, and the Indemnified Persons Party shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Party or any affiliate Affiliate of the Indemnified Persons Party or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of to each Indemnified PersonParty that is the subject of such Third-Party Claim. The Indemnified Party shall not agree to any settlement of, or entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Notice of Claim; Defense. A Parent Any party seeking to be indemnified hereunder (the “Indemnified Person or Party”) shall, within thirty (30) days following discovery of the matters giving rise to a Equity Holder Indemnified Person that desires to seek indemnification under Loss, notify the party from whom indemnity is sought (the “Indemnity Obligor”) in writing of any part claim for recovery, specifying in reasonable detail the nature of the Loss, the nature of the underlying claim, the section of this Article X (eachAgreement under which the claim arises and, an "Indemnified Person") shall give to each which party responsible or alleged to be in interest is responsible for indemnification hereunder (an "Indemnitor") prompt notice of any third-party claim that may give rise the breach or failure to any indemnification obligation under this Article X, together with the estimated amount of such claim (if then estimable)act, and the Indemnitor amount of the liability estimated to arise therefrom (provided that a failure by an Indemnified Party to deliver such notice as provided herein shall not relieve the Indemnity Obligor of its obligations under this Agreement except and only to the extent the Indemnity Obligor is actually prejudiced by such failure to give notice). The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnity Obligor (which shall not be unreasonably withheld or delayed) unless a suit shall have been instituted against it and the right to assume Indemnity Obligor either (i) shall not have undertaken the defense of such suit after notification thereof or (at its expenseii) is demonstrably unable to undertake the defense of such suit or satisfy the claims arising thereunder. If the facts pertaining to a Loss arise out of the claim of any such third party, or if there is any claim through counsel against a third party available by virtue of such Indemnitor's own choosing the circumstances of the Loss, the Indemnity Obligor may, by so notifying giving written notice to the Indemnified Persons Party within fifteen (15) Business Days days following its receipt of the first receipt by such Indemnitor notice of such notice from claim, elect to assume the Indemnified Personsdefense or the prosecution thereof, including, without limitation, the employment of counsel, accountants, consultants or other experts at its cost and expense; provided, however, that during the interim the Indemnified Party shall use commercially reasonable efforts to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such counsel shall be reasonably satisfactory action and to participate therein, but the Indemnified Persons. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor shall be liable for the fees and expenses of counsel employed by at the Indemnified Persons for any period during which the Indemnitor has not assumed the defense of any such third-party claim. If the Indemnitor assumes such defense, the Indemnified Persons shall have the right to participate in the defense thereof and to employ counsel, at its Party’s own expense, separate from . Whether or not the counsel employed by the Indemnitor. If the Indemnitor Indemnity Obligor chooses so to defend or prosecute any third-party such claim, all the Indemnified Persons parties hereto shall agree to any settlement, compromise cooperate in the defense or discharge of such third-party claim that the Indemnitor may recommend and that, by its terms, discharges the Indemnified Persons from any Liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Persons, the Indemnitor shall not consent to, and the Indemnified Persons shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of each Indemnified Personprosecution thereof.

Notice of Claim; Defense. A Parent Indemnified Person Purchaser or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X the Sellers, as the case may be (eachthe "INDEMNIFIED Party"), an "Indemnified Person") shall give to each the other party responsible or alleged to be responsible for indemnification hereunder (an the "IndemnitorINDEMNIFYING PARTY") prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XIX, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Indemnifying Party shall have the right to assume the defense (at its the Indemnifying Party's expense) of any such claim through counsel of such Indemnitorthe Indemnifying Party's own choosing by so notifying the Indemnified Persons Party within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor the Indemnifying Party of such notice from the Indemnified PersonsParty; providedPROVIDED, howeverHOWEVER, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsParty. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Persons Person or any Seller Indemnified Person, as the case may be, and any Indemnitor the Indemnifying Party exists in respect of such third-party claim, the Indemnitor Indemnifying Party shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve eliminate such conflict (but not more than one firm of counsel)conflict. The Indemnitor If the Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall be liable for cooperate in the fees and expenses of counsel employed defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnified Persons for any period during which Indemnifying Party, the Indemnitor has not assumed retention, and the defense provision to the Indemnifying Party, of any records and information reasonably relevant to such third-party claim, and making employees of the Targeted Businesses available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Indemnitor assumes such defense, the Indemnified Persons shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor Indemnifying Party chooses to defend or prosecute any third-party claim, the Indemnified Persons Party shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Indemnifying Party may recommend and that, by its terms, discharges the Indemnified Persons Party and its Affiliates from any Liability the full amount of liability in connection with such third-party claim; providedPROVIDED, howeverHOWEVER, that, without the consent of the Indemnified Persons, the Indemnitor Indemnifying Party shall not consent to, and the Indemnified Persons Party shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Party or any affiliate Affiliate of the Indemnified Persons or Party, (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of to each Indemnified PersonParty that is the subject of such third-party claim, or (iii) contains any admission of wrongdoing by the Targeted Businesses or any of their employees.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Purchaser shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") the Shareholder Indemnifying Person prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XVIII, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Shareholder Indemnifying Person shall have the right to assume the defense (at its the Shareholder Indemnifying Person's expense) of any such claim through counsel of such Indemnitorthe Shareholder Indemnifying Person's own choosing by so notifying the Indemnified Persons Purchaser within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor the Shareholder Indemnifying Person of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Persons Person and any Indemnitor the Shareholder Indemnifying Person exists in respect of such third-party claim, the Indemnitor Shareholder Indemnifying Person shall pay the reasonable fees and expenses of such additional counsel as may be maybe required to be retained in order to resolve such conflict (but not more than one firm of counsel)conflict. The Indemnitor Shareholder Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Purchaser for any period during which the Indemnitor Shareholder Indemnifying Person has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor Shareholder Indemnifying Person assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorShareholder Indemnifying Person, it being understood that the Shareholder Indemnifying Person shall control such defense. If the Indemnitor Shareholder Indemnifying Person chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Shareholder Indemnifying Person, the retention, and the provision to the Shareholder Indemnifying Person, of records and information reasonably relevant to such third-party claim, and making employees of Purchaser and the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Shareholder Indemnifying Person chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Shareholder Indemnifying Person may recommend and that, by its terms, discharges Purchaser and the Indemnified Persons Purchaser Affiliates from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified PersonsPurchaser, the Indemnitor Shareholder Indemnifying Person shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate Affiliate of the Indemnified Persons Purchaser or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for to each Purchaser Indemnified Person that is the benefit subject of each Indemnified Personsuch third-party claim.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Purchaser on one hand and Seller and Members on the other hand shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") other prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XXII, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Seller shall have the right to assume the defense (at its Seller’s expense) of any such claim through counsel of such Indemnitor's Seller’s own choosing by so notifying the Indemnified Persons Purchaser within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor Seller of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Persons Person and any Indemnitor Seller exists in respect of such third-party claim, the Indemnitor Seller shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve eliminate such conflict (but not more than one firm of counsel)conflict. The Indemnitor Seller shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Purchaser for any period during which the Indemnitor Seller has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor Seller assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorSeller, it being understood that Seller shall control such defense. If Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the Indemnitor defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Seller, the retention, and the provision to Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Business available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchasers shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Seller may recommend and that, by its terms, discharges Purchaser and any of its Affiliates from the Indemnified Persons from any Liability full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Persons, the Indemnitor Seller shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate of the Indemnified Persons its Affiliates or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for to each Purchaser Indemnified Person that is the benefit subject of each Indemnified Personsuch third-party claim.

Notice of Claim; Defense. A Parent An Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Party shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") the Indemnifying Party prompt written notice of any third-party claim that may give rise to any indemnification obligation under this Article XVIII, together with the estimated amount of such claim (if then estimable)claim. In the event that an Indemnified Party asserts any right to indemnification hereunder, and the Indemnitor Indemnifying Party shall have the right to assume the defense (at its the Indemnifying Party’s expense) of any such claim through counsel of such Indemnitor's the Indemnifying Party’s own choosing by so notifying the Indemnified Persons Party within fifteen thirty (1530) Business Days days of the first receipt by such Indemnitor the Indemnifying Party of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsParty. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claimIn addition, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor Indemnifying Party shall be liable (and shall reimburse the Indemnified Party) for the fees and expenses of counsel employed by the Indemnified Persons Party for any period during which the Indemnitor Indemnifying Party has not assumed the defense of any 76 thereof after having received such third-party claimnotice. If the Indemnitor Indemnifying Party assumes such defense, the Indemnified Persons Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorIndemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnitor Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the Indemnifying Party, of records and information reasonably relevant to such third-party claim, and making employees of the Companies and the Subsidiaries available on a mutually convenient basis to provide additional information and explanation of, or to testify about, any materials provided hereunder. If the Indemnifying Party chooses to defend or prosecute any third-party claim, the Indemnified Persons Indemnifying Party shall not consent or agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor may recommend and that, by its terms, discharges the Indemnified Persons from any Liability in connection with such third-party claim; provided, however, that, without the consent of the an Indemnified Persons, the Indemnitor shall not Party (which consent to, and the Indemnified Persons shall not be required to agree tounreasonably withheld, the entry of any conditioned or delayed) (A) if such judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of a release from all liability with in respect to such claim, (B) if such judgment or settlement would result in the finding or admission of any violation of applicable Law by the Indemnified Party, or (C) if, as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement would materially adversely affect the Business or bind Purchaser or its Affiliates, in the case of Purchaser or its Affiliates, and the Retained Business, in the case of Seller or its Affiliates. If the Indemnified Party defends or prosecutes any third-party claim, the Indemnified Party shall not consent or agree to any settlement, compromise or discharge of such third-party claim by each claimant without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or plaintiff delayed). In addition, the Indemnifying Party shall not be liable under this Section 8.3 for any settlement, compromise or discharge effected without its consent (which consent shall not be unreasonably withheld, conditioned or delayed) in respect of any claim for which indemnity may be sought hereunder. No indemnified party shall take any action the benefit purpose of each Indemnified Personwhich is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Purchaser shall give Seller prompt (and in any event within 183 days after the Closing Date for a claim made pursuant to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor"Section 8.1(a) prompt above) notice of any third-party claim that may give rise to any indemnification obligation under this Article XVIII, together with the estimated amount of such claim (if then estimable)claim, and Seller shall, with the Indemnitor approval of Purchaser which shall not be unreasonably withheld, have the right to assume the defense (at its expense) Seller’s expense of any such claim through counsel of such Indemnitor's Seller’ own choosing by so notifying the Indemnified Persons Purchaser within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor Seller of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual of, and material prejudice and in such case, then only to the extent of such of, actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Persons Person and any Indemnitor Seller exists in respect of such third-party claim, the Indemnitor Seller shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve eliminate such conflict (but not more than one firm of counsel)conflict. The Indemnitor Seller shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Purchaser for any period during which the Indemnitor Seller has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor Seller assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorSeller, it being understood that Seller shall control such defense. If the Indemnitor Seller chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any reasonable settlement, compromise or discharge of such third-party claim that the Indemnitor Seller may recommend and that, by its terms, discharges Purchaser and the Purchaser Indemnified Persons from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Persons, the Indemnitor Seller shall not consent to, and the Indemnified Persons Purchaser shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchaser or any affiliate Affiliate of the Indemnified Persons Purchaser or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for to each Purchaser Indemnified Person that is the benefit subject of each Indemnified Personsuch third-party claim.

Notice of Claim; Defense. A Parent (a) Each Purchaser Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Seller prompt notice of any third-party claim (other than claims arising out of any pending or threatened audit, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of Seller) that may give rise to any indemnification obligation under this Article XVIII, together with the estimated amount of such claim claim, if reasonably ascertainable, (if then estimableprovided that failure to deliver such notice shall not release Seller from any of its obligations hereunder except to the extent Seller is materially prejudiced by such failure), together with a description of the facts and the Indemnitor circumstances on which such claim is based. Seller shall have the right to assume the defense (at its Seller's expense) of any such claim through counsel of such IndemnitorSeller's own choosing by so notifying the such Purchaser Indemnified Persons Person within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor Seller of such notice from the such Purchaser Indemnified PersonsPerson; provided, -------- however, that any such counsel shall be reasonably satisfactory to the such ------- Purchaser Indemnified PersonsPerson. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor Seller shall be liable for the fees and expenses of counsel employed by the such Purchaser Indemnified Persons Person for any period during which the Indemnitor Seller has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor Seller assumes such defensedefense through counsel of its own choosing, the such Purchaser Indemnified Persons Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorSeller, it being understood that Seller shall control such defense. If Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate in the Indemnitor defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Seller, the retention and the provision to Seller of records and information reasonably relevant to such third-party claim, and making employees of the Company reasonably available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Seller chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Seller may recommend and that, that by its terms, discharges discharges, Purchaser from the Indemnified Persons from any Liability full amount of liability in connection with such third-third party claim; provided, howeverso long as the only remedy provided in such settlement compromise or discharge is payment of monetary damages for which the Purchaser is indemnified by the Seller. None of Purchaser, that, any of its Affiliates or the Company may settle or otherwise dispose of any claim for which Seller may have a liability under this Agreement without the prior written consent of the Indemnified PersonsSeller, the Indemnitor shall which consent will not consent to, and the Indemnified Persons be unreasonably withheld or delayed. Seller shall not be required to agree toliable under this Section 8.2(a) for any settlement, the entry compromise or discharge effected without its consent in respect of any judgment claim for which indemnity may be sought hereunder. No indemnified party shall take any action the purpose of which is to prejudice the defense of any claim subject to indemnification hereunder or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of to induce a release from all liability with respect third party to such assert a claim by each claimant or plaintiff for the benefit of each Indemnified Personsubject to indemnification hereunder.

Notice of Claim; Defense. A Parent Indemnified Person If any Proceeding is filed or a Equity Holder Indemnified Person that desires initiated against any party entitled to seek indemnification under the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any part of this Article X event within ten (each, an "Indemnified Person"10) shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article X, together with days after the estimated amount of such claim (if then estimable), and the Indemnitor shall have the right to assume the defense (at its expense) of any such claim through counsel of such Indemnitor's own choosing by so notifying the Indemnified Persons within fifteen (15) Business Days service of the first receipt by such Indemnitor of such notice from the Indemnified Personscitation or summons); provided, however, that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such counsel failure. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such Proceeding, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such Proceeding and to employ and engage attorneys of its own choice to handle and defend the same, such attorneys to be reasonably satisfactory to the Indemnified Persons. Failure indemnified party, at the indemnifying party's cost, risk and expense (unless (a) the indemnifying party has failed to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnified Persons for any period during which the Indemnitor has not assumed assume the defense of any such third-Proceeding or (b) the named parties to such Proceeding include both of the indemnifying party claimand the indemnified party, and the indemnified party and its counsel determine in good faith that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party and that joint representation would be inappropriate), and to compromise or settle such Proceeding, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. The indemnified party may withhold such consent if such compromise or settlement would adversely affect the conduct of business or requires less than an unconditional release to be obtained. If (i) the Indemnitor assumes indemnifying party fails to assume the defense of such defenseProceeding within fifteen (15) days after receipt of notice thereof pursuant to this Section 18.4, or (ii) the named parties to such Proceeding include both the indemnifying party and the indemnified party and the indemnified party and its counsel determine in good faith that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party and that joint representation would be inappropriate, the Indemnified Persons shall indemnified party against which such Proceeding has been filed or initiated will (upon delivering notice to such effect to the indemnifying party) have the right to participate in the defense thereof and to employ counselundertake, at its own the indemnifying party's cost and expense, separate from the counsel employed by the Indemnitor. If the Indemnitor chooses to defend or prosecute any third-party claim, the Indemnified Persons shall agree to any settlementdefense, compromise or discharge settlement of such third-party claim that Proceeding on behalf of and for the Indemnitor may recommend account and that, by its terms, discharges risk of the Indemnified Persons from any Liability in connection with such third-party claimindemnifying party; provided, however, thatthat such Proceeding shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes defense of the Proceeding, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement and will consult with, when appropriate, and consider any reasonable advice from, the indemnifying party of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 18.4 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any Liability by reason of such settlement or judgment. Regardless of whether the indemnifying party or the indemnified party takes up the defense, the indemnifying party will pay reasonable costs and expenses in connection with the defense, compromise or settlement for any Proceeding under this Section 18.4 as they come due, subject to the limitations set forth in this Section 18.4. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such Proceeding and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in the investigation, trial and defense of such Proceeding and any appeal arising therefrom. In the event the indemnifying party does not pay all expenses due under this Section 18.4 when due, the indemnified party shall be entitled to settle any Proceeding under this Section 18.4 without the consent of the Indemnified Persons, indemnifying party and without waiving any rights the Indemnitor shall not consent to, and indemnified party may have against the Indemnified Persons shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of each Indemnified Personindemnifying party.

Notice of Claim; Defense. A Parent An Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Party shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") the applicable Indemnifying Party prompt written notice of any thirdThird-party claim Party Claim that may give rise to any indemnification obligation under this Article X, together with the estimated amount of such claim (if then estimable), and the Indemnitor Indemnifying Party shall have the right to assume the defense (at its the Indemnifying Party’s expense) of any such claim through counsel of such Indemnitor's the Indemnifying Party’s own choosing by so notifying the such Indemnified Persons Party within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor the Indemnifying Party of such written notice from the such Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsParty. Failure to give such written notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such actual prejudice. If, under applicable standards of professional conductconduct and in the good faith judgment of counsel to both the Indemnified Party and the Indemnifying Party, a conflict with respect to any significant issue between any Indemnified Persons Party and any Indemnitor the Indemnifying Party exists in respect of such thirdThird-party claimParty Claim, the Indemnitor Indemnifying Party shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnified Persons for any period during which the Indemnitor has not assumed the defense of any such third-party claimconflict. If the Indemnitor Indemnifying Party assumes such defense, the Indemnified Persons Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorIndemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnitor Indemnifying Party chooses to defend or prosecute any thirdThird-party claimParty Claim, the Indemnified Persons Party shall agree to any settlement, compromise or discharge of such third-party claim Third Party Claim that the Indemnitor Indemnifying Party may recommend and that, by its terms, forever discharges and releases the Indemnified Persons Party and its Affiliates from any Liability the full amount of liability in connection with such third-party claimThird Party Claim; provided, however, that, without the consent of the Indemnified PersonsParty, the Indemnitor Indemnifying Party shall not consent to, and the Indemnified Persons Party shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Party or any affiliate Affiliate of the Indemnified Persons Party or (ii) does not include as an unconditional term thereof the giving of a release and discharge from all liability with respect to such claim by each claimant or plaintiff for the benefit of to each Indemnified PersonParty that is the subject of such Third Party Claim. The Indemnified Party shall not agree to any settlement of, or entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Notice of Claim; Defense. A Parent Purchaser or the Sellers, as the case may be (the “Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (eachParty”), an "Indemnified Person") shall give to each the other party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor"the “Indemnifying Party”) prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XIX, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Indemnifying Party shall have the right to assume the defense (at its the Indemnifying Party’s expense) of any such claim through counsel of such Indemnitor's the Indemnifying Party’s own choosing by so notifying the Indemnified Persons Party within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor the Indemnifying Party of such notice from the Indemnified PersonsParty; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsParty. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchaser Indemnified Persons Person or any Seller Indemnified Person, as the case may be, and any Indemnitor the Indemnifying Party exists in respect of such third-party claim, the Indemnitor Indemnifying Party shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve eliminate such conflict (but not more than one firm of counsel)conflict. The Indemnitor If the Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall be liable for cooperate in the fees and expenses of counsel employed defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnified Persons for any period during which Indemnifying Party, the Indemnitor has not assumed retention, and the defense provision to the Indemnifying Party, of any records and information reasonably relevant to such third-party claim, and making employees of the Targeted Businesses available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Indemnitor assumes such defense, the Indemnified Persons shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor Indemnifying Party chooses to defend or prosecute any third-party claim, the Indemnified Persons Party shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Indemnifying Party may recommend and that, by its terms, discharges the Indemnified Persons Party and its Affiliates from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified Persons, the Indemnitor Indemnifying Party shall not consent to, and the Indemnified Persons Party shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Party or any affiliate Affiliate of the Indemnified Persons or Party, (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for the benefit of to each Indemnified PersonParty that is the subject of such third-party claim, or (iii) contains any admission of wrongdoing by the Targeted Businesses or any of their employees.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person") Purchasers shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Shareholder prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article XVIII, together with the estimated amount of such claim (if then estimable), and the Indemnitor claim. The Shareholders shall have the right to assume the defense (at its the Shareholders' expense) of any such claim through counsel of such Indemnitor's own choosing by so notifying the Indemnified Persons within fifteen (15) Business Days of the first receipt by such Indemnitor of such notice from the Indemnified Persons; provided, however, that any such counsel shall be reasonably satisfactory to Purchasers in its sole discretion, and approved in writing by the Indemnified PersonsPurchasers. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Purchasers Indemnified Persons Person and any Indemnitor Shareholder exists in respect of such third-party claim, the Indemnitor Shareholders shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel)conflict. The Indemnitor Shareholders shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Purchasers for any period during which the Indemnitor has Shareholders have not assumed the defense of any such third-party claimclaim (other than during any period in which Purchasers will have failed to give notice of the third-party claim as provided above). If the Indemnitor assumes Shareholders assume such defense, the Indemnified Persons Purchasers shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorShareholders, it being understood that the Shareholders shall control such defense. If the Indemnitor chooses Shareholders choose to defend or prosecute a third-party claim, Purchasers shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Shareholders, the retention, and the provision to Shareholders, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Shareholders choose to defend or prosecute any third-party claim, the Indemnified Persons Purchasers shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Shareholders may recommend and that, by its terms, discharges Purchasers and the Indemnified Persons Purchasers Affiliates from any Liability the full amount of liability in connection with such third-party claim; provided, however, that, without the consent of the Indemnified PersonsPurchasers, the Indemnitor Shareholders shall not consent to, and the Indemnified Persons Purchasers shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons Purchasers or any affiliate Affiliate of the Indemnified Persons Purchasers or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff for to each Purchasers Indemnified Person that is the benefit subject of each Indemnified Personsuch third-party claim.

Notice of Claim; Defense. A Parent Indemnified Person or a Equity Holder Indemnified Person that desires to seek indemnification under any part of this Article X (each, an "Indemnified Person"a) Purchaser shall give to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor") Parent and Seller prompt notice of any third-party claim (other than claims arising out of any pending or threatened audit, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of Parent or Seller) that may give rise to any indemnification obligation under this Article XVIII, together with the estimated amount of such claim (if then estimable)claim, and the Indemnitor Parent and Seller shall have the right to assume the defense (at its their expense) of any such claim through counsel of such Indemnitor's their own choosing by so notifying the Indemnified Persons Purchaser within fifteen (15) Business Days 30 days of the first receipt by such Indemnitor Parent and Seller of such notice from the Indemnified PersonsPurchaser; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified PersonsPurchaser. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual Parent and material prejudice and in such case, only to the extent of such prejudice. If, under applicable standards of professional conduct, a conflict between any Indemnified Persons and any Indemnitor exists in respect of such third-party claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict (but not more than one firm of counsel). The Indemnitor Seller shall be liable for the fees and expenses of counsel employed by the Indemnified Persons Purchaser for any period during which the Indemnitor neither Parent nor Seller has not assumed the defense of any such third-party claimclaim (other than during any period in which Purchaser will have failed to give notice of the third-party claim as provided above). If the Indemnitor Parent or Seller assumes such defense, the Indemnified Persons Purchaser shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the IndemnitorParent or Seller, it being understood that Parent or 50 Seller shall control such defense. If Parent or Seller chooses to defend or prosecute a third-party claim, Purchaser shall cooperate at Parent's or Seller's expense (other than Purchaser's expenses for counsel which shall be employed at Purchaser's own expense and Purchaser's internal costs) in the Indemnitor defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by Parent or Seller, the retention, and the provision to Parent or Seller, of records and information reasonably relevant to such third-party claim, and making employees of the Company available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If Parent or Seller chooses to defend or prosecute any third-party claim, the Indemnified Persons Purchaser shall agree to any settlement, compromise or discharge of such third-party claim that the Indemnitor Parent or Seller may recommend and that, by its terms, discharges Purchaser from the Indemnified Persons from any Liability full amount of liability in connection with such third-party claim; provided. None of Purchaser, however, that, any of its Affiliates or the Company may settle or otherwise dispose of any Claim for which Parent or Seller may have a liability under this Agreement without the prior written consent of Parent or Seller, as the Indemnified Personscase may be, which consent may be withheld in the Indemnitor shall not consent tosole discretion of such party, and the Indemnified Persons shall not be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Persons or any affiliate of the Indemnified Persons or (ii) does not include as an unconditional term thereof the giving of a release from all liability unless Purchaser fully indemnifies such party in writing with respect to such liability in a manner satisfactory to such party. Neither Parent nor Seller shall be liable under this Section 8.2(a) for any settlement, compromise or discharge effected without its consent which may not be unreasonably withheld in respect of any claim by each claimant for which indemnity may be sought hereunder. No indemnified party shall take any action the purpose of which is to prejudice the defense of any claim subject to indemnification hereunder or plaintiff for the benefit of each Indemnified Personto induce a third party to assert a claim subject to indemnification hereunder.