Common use of Notice of Loss; Third Party Claims Clause in Contracts

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 60 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Indemnifying Party, which may not be unreasonably withheld.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIVII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIVII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five fourteen (514) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party, except, in the case of (ii) only, where settlement of such Third Party Claim (x) includes an unconditional release of the Indemnified Party from all liability arising out of such Action, audit, demand or assessment and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty one hundred eighty (30180) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim Claim for a Loss under this Article VIIIXII, within thirty ninety (3090) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII XII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIXII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the party from whom indemnification is sought (the “Indemnifying Party Party”) notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementArticle X, within thirty (30) days in accordance with Section 10.05(b), stating the nature and basis of such determinationclaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesarises and copies of all material written evidence relevant thereto. (b) If an A claim for indemnification for any matter not involving a Third Party Claim (as defined below) shall be asserted by notice to the Indemnifying Party as promptly as practicable and in any event within sixty (60) days after the date that the Indemnified Party shall receive obtains Knowledge of such matter, but in no event after the applicable time periods set forth in Section 10.01(a) and Section 10.01(b); provided, however, that, any failure of the Indemnified Party to give notice of such claim within such sixty (60) day time period shall not release, waive or otherwise affect the Indemnifying Party’s obligations under this Article X with respect thereto unless and to the extent the Indemnifying Party is actually and materially prejudiced as a result of such failure. In the event that any ActionAction shall be instituted or that any Action shall be asserted by any third party in respect of which payment may be sought under Section 10.02 or Section 10.03 (regardless of the limitations set forth in Sections 10.04(a), audit10.04(b), demand or assessment 10.04(c), and 10.04(f)) (each, a “Third Party Claim”), the Indemnified Party shall promptly, but in no event after the applicable time periods set forth in Section 10.01(a) against and Section 10.01(b), give written notice of the assertion of any Third Party Claim of which it has Knowledge that is covered by this Article X to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or which may give rise to a claim for a Loss otherwise affect the Indemnifying Party’s obligations under this Article VIIIX with respect thereto unless and to the extent the Indemnifying Party is actually and materially prejudiced as a result of such failure. Subject to this Section 10.05(b), the Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice (who shall be reasonably acceptable to the Indemnified Party) and to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified against by it hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified against by it hereunder, it shall within thirty (30) days after receipt of the receipt Indemnified Party’s notice of such noticeThird Party Claim, notify the Indemnified Party in writing of its intent to do so. Until the Indemnifying Party timely elects to defend against, negotiate, settle or otherwise deal with a Third Party Claim that relates to any Losses indemnified against hereunder, or if the Indemnifying Party abandons any such defense, then the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim with counsel of its choice. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall give may participate, at his, her or its own expense, in the Indemnifying Party notice defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable written opinion of counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days Party, a conflict or potential conflict of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there interest exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation reasonably advisable; and provided further, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises shall not be required to pay for more than one such counsel (plus appropriate local counsel for each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim. The parties agree to cooperate fully in connection with the right to undertake any such defense against defense, negotiation or settlement of any such Third Party Claim. Notwithstanding anything in this Section 10.05 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned), (A) settle or compromise, or attempt to settle or compromise, any Third Party Claim or (B) permit a default or consent to entry of any judgment, provided in each case, that the Indemnifying Party may do so if (x) the claimant provides to the Indemnified Party and its Affiliates an unqualified release from all liability in respect of the Third Party Claim, (y) the Third Party Claim involves no relief other than monetary damages and (z) the settlement or compromise does not include any statement as provided aboveto or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or its Affiliates. (c) If a final decision, judgment or award is rendered by a Governmental Authority of competent jurisdiction and the time in which to appeal therefrom has expired (or such decision, judgment or award is non-appealable), or a settlement is consummated, or the Indemnified Party and the Indemnifying Party arrive at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall cooperate with forward to the Indemnifying Party in such defense notice of any sums due and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled owing by the Indemnifying Party without the prior written consent pursuant to this Agreement with respect to such matter. (d) This Section 10.05 shall not apply to indemnity claims in respect of: (i) Indemnified Taxes or (ii) breaches of the Indemnified Partyrepresentations or warranties contained in Section 3.15, which shall be governed exclusively by Section 7.04.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, that any failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such noticenotice (or within such shorter period as may be required at Law to permit the Indemnifying Party to respond to any such claim), the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the any failure to provide give such notice shall not release relieve the Indemnifying Party from any of its obligations under this Article VIII indemnification obligations, except and only to the extent that the Indemnifying Party is materially actually prejudiced by as a result of such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such any Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 30 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim Claim, the Indemnified Party may participate in such defense at its own expense, provided, that if, in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for (as provided above“Losses” hereunder) the reasonable fees and expenses of one counsel to the Indemnified Party. If the Indemnifying Party elects to undertake such defense against a Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 because the Indemnifying Party elects not to defend such Third Party Claim, the Indemnifying Party shall cooperate with or fails to notify the Indemnified Party in such defense and make available writing of its election to defend as provided for in this Section 9.05, the Indemnified PartyParty may, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without with the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed) pay, compromise, settle or defend such Third Party Claim, including settling such claims or proceeding prior to a final judgment thereon or forgoing any appeal with respect thereto, and the aggregate amount of all Losses in connection therewith shall be indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, if the Seller is the Indemnifying Party, the Seller shall not be entitled to assume the defense of any Third Party Claim (but the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim shall nonetheless be considered Losses for purposes of this Agreement) if the Third Party Claim: (i) seeks an order, injunction, equitable relief or other relief other than money damages against any Purchaser Indemnified Party that cannot reasonably be separated from any related claim for money damages or (ii) seeks money damages which, together with any other Losses reasonably expected in connection therewith, are reasonably likely to exceed by a material amount the aggregate amount remaining from indemnification with respect thereto. (c) Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, an Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim, without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party assumes the defense of a Third Party Claim, the consent of the Indemnified Party shall be required prior to any admission of liability with respect to, or settlement, compromise or discharge of, such Third Party Claim which consent shall not be unreasonably withheld, delayed or conditioned in the event that (i) the admission, settlement, compromise or discharge relates to a claim or Action for monetary damages and (ii) the terms of any such admission, settlement, compromise or discharge obligate the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, and which releases the Indemnified Party completely (including for claims under this Agreement) in connection with such Third Party Claim.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determinationas soon as practicable, stating the amount of the Loss, if known, and method of computation thereofof the Loss, and containing a reference to the provisions of this Agreement in respect of which such the right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which that may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeSection 6.5, the Indemnified Party shall give the Indemnifying Party notice of such the Third Party Claim; provided, however, that Claim within 30 days (10 days in the case of any Third Party Claim relating to Tax) of the receipt of notice. The failure to provide such notice shall does not release the Indemnifying Party from any of its obligations under this Article VIII section except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the failure. The Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be is entitled to assume and control the defense of such the Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days 10 Business Days of the receipt of notice from the Indemnified Party. However, the Indemnified Party is entitled, at its own expense, to participate in the defense of such the Third Party Claim subject to the Indemnifying Party’s right to control the defense of the Third Party Claim; provided, however, that if there exists or is reasonably likely . * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion request for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that confidential treatment. (c) If the Indemnifying Party exercises the right to undertake any such the defense against any such a Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such the defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials materials, and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying PartyParty reasonably requires. Similarly, in the event if the Indemnified Party is, directly or indirectly, conducting the defense against any such a Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such the defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials materials, and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party reasonably requires. (d) The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be withheld unreasonably.

Notice of Loss; Third Party Claims. (a) An If an Indemnified Party reasonably expects to seek indemnification with respect to any claim asserted or threatened by an unaffiliated third party against the Indemnified Party (a “Third Party Claim”), it shall give the Indemnifying Party prompt notice of any matter that an Indemnified the Third Party has determined has given or could give rise Claim (a “Claim Notice”), which Claim Notice shall describe in reasonable detail the facts and circumstances with respect to a right of indemnification under this Agreement, within thirty (30) days of such determinationThird Party Claim, stating a reasonable estimate of the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed extent known or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claimreasonably determinable; provided, however, that the failure to provide such notice shall not release the so notify an Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability of its obligations hereunder except to the extent that it may have (and only to any Indemnified Party otherwise than under this Article VIII. If the extent that) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from is prejudiced by such Third Party Claim, then the failure. (b) The Indemnifying Party shall be entitled to assume and control direct the defense of such Third Party Claim at its sole expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the receipt of such Claim Notice from the Indemnified Party. If the Indemnifying Party elects to direct the defense of a Third Party Claim within thirty (30) days of the receipt of notice of such claim from the Indemnified Party, and such claim can reasonably be expected to be resolved by money damages alone without any injunctive or equitable relief that would be binding on the Indemnified Party, the Indemnifying Party has the financial resources to pay such damages, then the Indemnifying Party shall be entitled to direct the defense of any claim at its sole cost and expense and to settle or compromise any such claim or consent to the entry of any judgment, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party; provided, that if (i) the Indemnifying Party assumes the defense of a Third Party Claim and thereafter discovers facts as a result of which the Indemnifying Party, acting reasonably, determines that such information is likely to mean that the Indemnifying Party does not have an indemnification obligation in respect of such Third Party Claim, then (ii) the Indemnifying Party shall provide the Indemnified Party written notice of the same and shall cooperate with the other party to transfer control back to the Indemnified Party, and shall cooperate in respect of the same, in order to ensure that such other party is not prejudiced in its defense; provided, howeverfurther, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which assume control of such defense and to settle or compromise any such claim or consent to the entry of any judgment (provided, that the Indemnified Party determines shall not settle, compromise, consent to the entry of a judgment with respect to or pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment (which consent shall not be unreasonably withheld, conditioned or delayed) or unless a final judgment from which no appeal may be taken is entered against the Indemnified Party for such Third Party Claim) if the Indemnifying Party failed or is failing to diligently defend such Third Party Claim. The Indemnifying Party shall not be entitled to settle, compromise or consent to the entry of a judgment with respect to such Third Party Claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement, compromise or judgment does not involve any injunctive or non-monetary equitable relief that would be binding on the Indemnified Party, and contains a complete and unconditional release of the Indemnified Party and the Indemnifying Party verifies to the Indemnified Party in writing that such Indemnifying Party shall be solely responsible (with no reservation of rights) for the full amount of such settlement, compromise or judgment. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 9.05 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that the Indemnified Party shall have the right to employ counsel is requiredto represent it, at its sole cost and expense; provided, further, that if, in the expense reasonable opinion of the Indemnified Party, based on the advice of counsel, it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, then in such event, the reasonable fees and expenses of one such separate counsel (in addition to one firm of local counsel reasonably required) shall be paid by the Indemnifying Party. In the event that The Indemnified Party and the Indemnifying Party exercises shall each render to each other such assistance as may reasonably be requested in order to ensure the right to undertake proper and adequate defense of any such claim or proceeding, including as provided in Section 5.02(b). If the Indemnifying Party elects to direct the defense against of any such Third Party Claim as provided aboveclaim or proceeding, the Indemnified Party shall cooperate not settle, compromise, consent to the entry of a judgment with respect to or pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment (which consent shall not be unreasonably withheld, conditioned or delayed) or unless a final judgment from which no appeal may be taken is entered against the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. Notwithstanding anything to the contrary in this Section 9.05, the Indemnified Party will have the absolute right to conduct and control, through counsel of its choosing (the reasonable fees and expenses of which shall be paid by the Indemnifying Party, subject to the limitations set forth in this Article IX), the defense, compromise and settlement of any Third Party Claim if (A) such Third Party Claim seeks an injunction or other non-monetary relief against the Indemnified Party that poses a reasonable likelihood of resulting in non-monetary relief that would materially and adversely affect the business of the Indemnified Party, (B) the Third Party Claim is a criminal or quasi criminal Action, (C) the amount of potential damages exceeds the indemnification available hereunder by an amount that exceeds the amount that is available hereunder, after taking into account all other claims made or reasonably anticipated or (D) the Indemnifying Party does not elect to assume control of the defense within thirty (30) Business Days after receiving notice of such Third Party Claim; provided that the Indemnifying Party shall be permitted to participate in the defense of such Third Party Claim with its own counsel and it its own expense. (c) If an Indemnified Party reasonably expects to make available a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, it shall deliver notice of such claim promptly to the Indemnifying Party, at describing in reasonable detail the Indemnifying Party’s expensefacts giving rise to any claim for indemnification hereunder, all witnesses, pertinent records, materials a reasonable estimate of the amount of such claim (to the extent known or reasonably determinable) and such other information in the Indemnified Party’s possession or under the Indemnified Party’s control relating with respect thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party may reasonably request; provided, that the failure to so notify an Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by not relieve the Indemnifying Party without of its obligations hereunder except to the prior written consent extent that (and only to the extent that) the Indemnifying Party is prejudiced by such failure. (d) In the event of any conflict between the Indemnified Partyprovisions of this Section 9.05 and Section 7.03 with respect to Tax Claims, Section 7.03 shall control.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which that may give rise to a claim for a Loss under this Article VIIIIV, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IV, except to the extent that the such Indemnifying Party is materially actually prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIprovide notice. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel or an accounting firm of its choice choice, if it gives notice of its intention to do so to the Indemnified Party within five (5) 15 days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party of elects to undertake any such defense against a Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party shall be entitled to participate in (but not control) such defense with its sole own counsel or an accounting firm of its choice, and absolute discretion for at its own expense. In the same counsel to represent event that both the Indemnified Party and the Indemnifying PartyParty (or one or more members of its Group) are named defendants in such Third Party Claim, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right may employ one counsel or accounting firm of its choice, to undertake any such act in joint defense against any of such Third Party Claim Claim, so long as provided above, representation by one counsel or accounting firm in such joint defense is permitted under the applicable rules of professional conduct or ethics. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the defense Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 4.06 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No respect of such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of or to which settlement the Indemnified PartyParty consents in writing, such consent not to be unreasonably conditioned, withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) promptly, but in no event later than 30 days of after the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 30 days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that the Indemnified Party’s outside counsel shall have advised the Indemnified Party would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party so determines counsel is required, at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Action. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, during normal business hours and on reasonable advance notice, and at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in then the event Indemnifying Party shall have the right to settle any Third Party Claim (i) (A) for which it obtains a full release of the Indemnified Party isin respect of such Third Party Claim and (B) which settlement does not impose upon any Indemnified Party any injunctive or equitable relief (other than any immaterial injunctive or equitable relief that is merely incidental to a primary obligation for monetary damages), directly or indirectly(ii) to which settlement the Indemnified Party consents in writing (not to be unreasonably withheld, conducting conditioned or delayed). If, within 30 days after the defense against any receipt of the notice of such Third Party Claim, the Indemnifying Party does not notify the Indemnified Party that it elects to undertake the defense of such Third Party Claim, the Indemnified Party shall have the right to contest, settle or compromise such Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, however, that no Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder under any circumstances without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), unless such settlement, compromise or consent (A) includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and (B) does not impose upon the Indemnifying Party any injunctive or equitable relief (other than any immaterial injunctive or equitable relief that is merely incidental to a primary obligation for monetary damages). In such event, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, during normal business hours and on reasonable advance notice, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Notwithstanding anything in this Section 9.05 to the contrary, if a Third Party Claim may relates to or arises in connection with any criminal Action or any Action seeking equitable or remedial relief, the Indemnified Party shall be settled by entitled to jointly control the defense thereof with the Indemnifying Party without the prior written consent of the Indemnified Partyfor so long as such Action is continuing.

Notice of Loss; Third Party Claims. (ai) An Indemnified Party shall give the Indemnifying Party notice of If (A) any matter third party institutes or asserts any proceeding that an Indemnified Party has determined has given or could may give rise to a right of Losses for which an Indemnifying Party may be liable for indemnification under this Agreement, within thirty Section 15 (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to (B) any Indemnified Party shall have a claim for to be indemnified by an Indemnifying Party that does not involve a Loss under this Article VIIIThird Party Claim (a “Direct Claim” and, together with a Third Party Claim, a “Claim”), then, in each case, the Indemnified Parties shall promptly, and in any event (x) within thirty (30) days after becoming aware of such Claim and (y) at all times within the survival period provided in Section 15(a), send the Indemnifying Parties a written notice specifying in reasonable detail the nature of such Claim, the facts and circumstances on which the asserted Claim is based, and a good faith estimate of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claimrelated actual or potential Losses (a “Claim Notice”); provided, however, that that, subject to the last sentence of 15(a), the failure to provide such notice shall notify or delay in notifying an Indemnifying Party will not release relieve the Indemnifying Party from any of its obligations under this Article VIII Section 15, except to the extent that the such Indemnifying Party is materially prejudiced by such failure and shall not relieve as a result thereof. (ii) In the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such case of a Third Party Claim, then except pursuant to the last sentence of this Section 15(d)(ii), the Indemnifying Party Parties shall be entitled have the right at any time upon written notice to assume the Indemnified Parties to conduct and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to own choosing the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of defense against such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises Parties elect to conduct the right to undertake any such defense against any of such Third Party Claim as provided aboveClaim, (A) the Indemnified Party shall Parties will cooperate in all reasonable respects with the Indemnifying Party Parties and its attorneys in such defense and make available (B) the Indemnifying Parties will not be liable to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in Indemnified Parties for legal expenses subsequently incurred by the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, Parties in the event the Indemnified Party is, directly or indirectly, conducting connection with the defense against thereof. In any such Third Party Claim, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless (x) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel, or (y) the Indemnifying Party and the Indemnified Party have actual or potential differing defenses or conflicts of interests between them that make joint representation inappropriate, then in all such cases of clauses (x) and (y), the Indemnifying Party shall cooperate with pay, promptly as statements therefor are received, the Indemnified Party in reasonable fees and expenses of such defense and make available to counsel for the Indemnified Party; provided, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by that the Indemnifying Party without shall not be obligated to pay the fees of more than one separate counsel (plus one separate local counsel in each applicable jurisdiction) for the Indemnified Parties. Without the prior written consent of the Indemnified Parties (such consent not to be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement or cessation, (A) injunctive or other equitable relief could be imposed against the Indemnified Parties (or in the case of the Purchaser Indemnitees, MWV-EED or any of its Subsidiaries), (B) such settlement or cessation would (or would reasonably be likely to) lead to liability or create any financial or other obligation on the part of the Indemnified Party (or in the case of the Purchaser Indemnitees, MWV-EED or any of its Subsidiaries) for which the Indemnified Parties are not entitled to indemnification hereunder, or (C) such settlement or cessation could include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. Provided that an Indemnified Party has given the Indemnifying Party a Claim Notice of a Third Party Claim as required hereunder, unless an Indemnifying Party assumes the defense of the Third Party Claim, the Indemnified Party may defend against the Third Party Claim in any manner it may reasonably deem appropriate, and the Indemnifying Party shall be bound by any final determination with respect to such Third Party Claim prior to such assumption; provided, however, that the Indemnified Party may not agree to any settlement without the consent of the Indemnifying Person (which consent will not be unreasonably withheld, conditioned or delayed). Each Party shall reasonably cooperate with the other Parties by providing records and information on a timely basis that are reasonably relevant to any Third Party Claim, and shall in good faith regularly consult with counsel for the other Parties and include such counsel in relevant conferences and proceedings to the extent requested by such counsel.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of A claim for indemnification for any matter that not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Such notice shall include the facts constituting the basis for such claim for indemnification, the Sections of this Agreement upon which such claim for indemnification is then based and an Indemnified Party has determined has given or could give rise to a right estimate, if possible, of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of Losses suffered or reasonably expected to be suffered by the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesIndemnified Party. (b) If an Indemnified Party In the event that any claim shall receive notice be instituted or asserted by any third party in respect of any Action, audit, demand which payment may be sought under Section 8.1(a) or assessment Section 8.1(b) hereof (each, a “Third Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by the provisions of Section 8.1(a) against or Section 8.1(b), as applicable, to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it or which hereunder, subject to the provisions below; provided, however, that the Indemnifying Party may give rise not assume control of defense to a claim for a Loss under this Article VIIIThird Party Claim (i) in which equitable relief other than monetary damages is sought, or (ii) if the Indemnifying Party has not notified the Indemnified Party in writing that it will be liable to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within thirty (30) days (or sooner, if the nature of the receipt Third Party Claim so requires) notify the Indemnified Party of such noticeits intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, or is not permitted to assume the defense of a Third Party Claim pursuant to the proviso to the third sentence of this Section 8.2(b), the Indemnified Party shall give may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the provisions below. If the Indemnifying Party notice shall assume the defense of any Third Party Claim pursuant to the terms of this Agreement, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if (A) so requested by the Indemnifying Party to participate or (B) in the reasonable opinion of outside counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both or potential conflict exists between the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled that would make such separate representation advisable. The Parties hereto agree to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with each other in connection with the Indemnifying Party in such defense and make available to the Indemnifying Partydefense, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 8.2 to the contrary, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partynot, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless (1) the claimant provides to the Indemnified Party an unqualified release of the Indemnified Parties from all liability in respect of such Third Party Claim, (2) such settlement does not involve any injunctive relief binding upon the Indemnified Party or any of its Affiliates, (3) such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and (4) such settlement does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates. (c) In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 8.2, the Indemnifying Party will (i) advance the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ and experts’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this ARTICLE 8.

Notice of Loss; Third Party Claims. (a) An Indemnified Party indemnified party shall give the Indemnifying Party indemnifying party notice of any matter that an Indemnified Party indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party indemnified party shall receive notice of any Action, audit, demand Action from or assessment involving any third party that the indemnified party believes is reasonably likely to give rise to a right of indemnification under this Article X (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), within thirty (30) days of then, as promptly as practicable after the receipt of such notice, the Indemnified Party indemnified party shall give the Indemnifying Party indemnifying party notice of such Third Party Claim, stating the amount of the Loss, if known, and method of computation thereof and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party indemnifying party from any of its obligations under this Article VIII X except to the extent that the Indemnifying Party is materially prejudiced by such failure actually results in a detriment to the indemnifying party and shall not relieve the Indemnifying Party indemnifying party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise indemnified party other than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party X. The indemnifying party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably satisfactory to the indemnified person if it gives notice of its intention to do so to the Indemnified Party indemnified party within five (5) 15 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in indemnified party. If the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right indemnifying party elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party indemnified party may participate in such defense at its own expense. The indemnified party shall reasonably cooperate with the Indemnifying Party indemnifying party in such defense and make available to the Indemnifying Partyindemnifying party, at the Indemnifying Partyindemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Partyindemnified party’s possession or under the Indemnified Partyindemnified party’s control relating thereto as is reasonably required by the Indemnifying Partyindemnifying party. Similarly, in If the event the Indemnified Party is, directly or indirectly, conducting indemnifying party elects to direct the defense against of any such Third Party Claimclaim or proceeding, the Indemnifying Party it shall cooperate with the Indemnified Party in such defense and make available not consent to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession entry of any judgment or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No enter into any settlement with respect to such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall be liable for any settlement of a Third Party Claim effected without such indemnifying party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determinationas soon as practicable, stating the amount of the Loss, if known, and method of computation thereofof the Loss, and containing a reference to the provisions of this Agreement in respect of which such the right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which that may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeSection 6.5, the Indemnified Party shall give the Indemnifying Party notice of such the Third Party Claim; provided, however, that Claim within 30 days (10 days in the case of any Third Party Claim relating to Tax) of the receipt of notice. The failure to provide such notice shall does not release the Indemnifying Party from any of its obligations under this Article VIII section except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the failure. The Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be is entitled to assume and control the defense of such the Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days 10 Business Days of the receipt of notice from the Indemnified Party. However, the Indemnified Party is entitled, at its own expense, to participate in the defense of such the Third Party Claim subject to the Indemnifying Party’s right to control the defense of the Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that . (c) If the Indemnifying Party exercises the right to undertake any such the defense against any such a Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such the defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials materials, and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying PartyParty reasonably requires. Similarly, in the event if the Indemnified Party is, directly or indirectly, conducting the defense against any such a Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such the defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials materials, and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party reasonably requires. (d) The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be withheld unreasonably.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter that which an Indemnified Party has determined has given or could reasonably give rise to a right of claim for indemnification under this Agreement, within thirty (30) days of Agreement describing in reasonable detail the facts and circumstances with respect to such determinationclaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesarises (such notice a “Claim Notice”). With respect to a breach of any representation or warranty, the Claim Notice must be received on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 10.01, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) If the Indemnifying Party disagrees with any claim or calculation of Losses set forth in a Claim Notice, the Indemnifying Party shall notify the Indemnified Party of such disagreement in writing within thirty (30) days after the receipt of such Claim Notice, which notice shall set forth in reasonable detail the particulars of such disagreement (such notice, an “Objection Notice”). In the event that the Indemnifying Party does not provide an Objection Notice within such thirty (30) day period, the Indemnifying Party shall be deemed to have accepted the Claim Notice delivered by the Indemnified Party, which shall be final, binding and conclusive for all purposes hereunder. In the event that any such Objection Notice is timely provided within such thirty (30) day period by the Indemnifying Party, the Indemnifying Party and the Indemnified Party shall receive notice negotiate in good faith for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any Actiondisagreements with respect to the claims set forth in the applicable Claim Notice. If, auditat the end of such period, demand the Indemnifying Party and the Indemnified Party are unable to resolve such disagreements, then either the Indemnifying Party or assessment the Indemnified Party may bring suit in accordance with Section 12.12 to resolve such disagreements. (each, c) If the matter described in a Claim Notice is a claim brought by a third party (a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the receipt of such notice from the Indemnified Party; provided that the Indemnifying Party of shall not be so entitled to assume such defense if (i) the Third Party Claim; providedClaim relates to or arises in connection with any criminal proceeding, however(ii) the Third Party Claim seeks an injunction or equitable relief against an Indemnified Party, (iii) the Indemnified Party has been advised by counsel that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in between the judgment of Indemnifying Party and the Indemnified Party in its sole and absolute discretion for exists as a result of the same counsel to represent both the Indemnified Party and control of such defense by the Indemnifying Party, (iv) if the amount of damages sought in a Third Party Claim exceed the amount remaining then in the Escrow Account, but only if such claim would otherwise be paid from the Escrow Account pursuant to the terms of this Agreement, or (v) the Indemnifying Party shall not have irrevocably and unconditionally agreed to indemnify the Indemnified Party shall be entitled with respect to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Partysuch damages. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense (provided that any expenses (including reasonable and documented attorneys’ fees) incurred by Purchaser or its Affiliates in connection with their participation in any defense relating to a Third Party Claim related to or arising in connection with a matter described in clause (vi) of Section 10.02(a) shall be deemed a Loss for which Purchaser shall be entitled to indemnity pursuant to Section 10.02), and shall have the right receive copies of all pleadings and other material documents related to such Third Party Claim. If the Indemnifying Party does not elect to undertake any such defense against a Third Party Claim as provided above(or is not entitled to do so pursuant to this Section 10.05), then the Indemnified Party may assume such defense, and any expenses (including reasonable and documented attorneys’ fees) incurred by Purchaser or its Affiliates in connection with such defense shall be deemed a Loss for which Purchaser shall be entitled to indemnity pursuant to Section 10.02, and the Indemnifying Party may participate in such defense at its own expense, and shall have the right receive copies of all pleadings and other material documents related to such Third Party Claim. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in If the event the Indemnified Indemnifying Party is, directly or indirectly, conducting elects to direct the defense against of any such Third Party Claimclaim or proceeding, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available not settle, pay, or permit to the Indemnified Partybe paid, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No any part of such Third Party Claim may be settled by unless the Indemnified Party consents in writing to such payment. If the Indemnifying Party without the prior written consent of does not elect to undertake any such defense against a Third Party Claim (or is not entitled to do so pursuant to this Section 10.05), the Indemnified PartyParty shall not be entitled to indemnification hereunder with respect to any settlement of any part of such Third Party Claim unless the Indemnifying Party consents in writing to such settlement (which consent shall not be unreasonably withheld, conditioned or delayed).

Notice of Loss; Third Party Claims. (a) An Indemnified Party indemnified party shall give the Indemnifying Party indemnifying party notice of any matter that an Indemnified Party indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party indemnified party shall receive notice of any Action, audit, demand Action from or assessment involving any third party that the indemnified party believes is reasonably likely to give rise to a right of indemnification under this Article VII (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), within thirty (30) days of then, as promptly as practicable after the receipt of such notice, the Indemnified Party indemnified party shall give the Indemnifying Party indemnifying party notice of such Third Party Claim, stating the amount of the Loss, if known, and method of computation thereof and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party indemnifying party from any of its obligations under this Article VIII VII except to the extent that the Indemnifying Party is materially prejudiced by such failure actually results in a detriment to the indemnifying party and shall not relieve the Indemnifying Party indemnifying party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise indemnified party other than under this Article VIIIVII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party The indemnifying party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably satisfactory to the indemnified person if it gives notice of its intention to do so to the Indemnified Party indemnified party within five thirty (530) days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in indemnified party. If the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right indemnifying party elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party indemnified party may participate in such defense at its own expense. The indemnified party shall reasonably cooperate with the Indemnifying Party indemnifying party in such defense and make available to the Indemnifying Partyindemnifying party, at the Indemnifying Partyindemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Partyindemnified party’s possession or under the Indemnified Partyindemnified party’s control relating thereto as is reasonably required by the Indemnifying Partyindemnifying party. Similarly, in If the event the Indemnified Party is, directly or indirectly, conducting indemnifying party elects to direct the defense against of any such Third Party Claimclaim or proceeding, the Indemnifying Party it shall cooperate with the Indemnified Party in such defense and make available not consent to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession entry of any judgment or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No enter into any settlement with respect to such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyindemnified party unless such judgment or settlement (i) contains a complete release of the indemnified party, (ii) does not require the indemnified party to pay any monetary obligation, and (iii) does not include any admission of wrongdoing, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall be liable for any settlement of a Third Party Claim effected without such indemnifying party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. In the case of any claim, action, arbitration, hearing, legal complaint, investigation, litigation or suit (awhether civil, criminal, administrative) An commenced, brought, conducted or heard by or before, any Governmental Authority or arbitrator (a “Proceeding”) with respect to which an Indemnifying Party is obligated under this Article VII to indemnify an Indemnified Party, the Indemnified Party shall will give prompt written notice thereof to the Indemnifying Party. In the event of any Proceeding asserted by any third party (a “Third-Party Claim”), the Indemnifying Party notice may assume the defense of any matter that an such Third-Party Claim by employment of counsel reasonably satisfactory to the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within no later than thirty (30) days of such determination, stating after the amount date of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an notice. The Indemnified Party shall receive notice of not admit any Actionliability with respect to, auditor settle, demand compromise or assessment (each, a “Third discharge any Third-Party Claim”) against it Claim without the Indemnifying Party’s prior written consent. The Indemnified Party’s delay or which may give rise failure to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give notify timely the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall will not release relieve the Indemnifying Party from any of its obligations under this Article VIII VII, except to the extent that the delay has an adverse impact on the Indemnifying Party is materially prejudiced by such failure and shall not relieve Party’s ability to defend against the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIProceeding. If the Indemnifying Party acknowledges in writing its obligation to indemnify does assume the defense, the Indemnified Party hereunder against any Losses that may result from such Third Party Claimmay, then if it so desires, employ counsel at its own expense. In addition, where the named parties to a Proceeding include both the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in where the Indemnified Party’s possession or under Party has been reasonably advised by counsel that there are conflicts of interest between the Indemnifying Party and the Indemnified Party’s control relating thereto as is reasonably required Party which make representation by the same counsel not appropriate. A claim for indemnification for any matter not involving a third party may be asserted by notice to the Indemnifying Party. Similarly; provided, in the event the Indemnified Party ishowever, directly or indirectly, conducting the defense against any such Third Party Claim, that failure to so notify the Indemnifying Party shall cooperate with not preclude the Indemnified Party from any indemnification which it may claim in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyaccordance with this Article VII.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementArticle VIII, promptly, but in any event, within thirty (30) 20 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIII. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, promptly, but in any event, within thirty (30) 20 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that that, in the opinion of the Indemnified Party’s counsel (a copy of which shall be given to the Indemnifying Party), would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party which shall not be unreasonably withheld unless such settlement shall involve only the payment of money with no admission of wrongdoing. In no event may an Indemnified Party settle any Third Party Claim without the prior written consent of the Indemnifying Party.

Notice of Loss; Third Party Claims. (a) An Other than with respect to any Third Party Claim (as defined below) that is provided for in Section 9.4(b) hereof, an Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementArticle IX, within thirty (30) days of such determination, stating provided, that the amount failure to provide such notice shall not release the Indemnifying Party from any of the Loss, if known, and method of computation thereof, and containing a reference its obligations under this Article IX except to the provisions of this Agreement in respect of which extent that the Indemnifying Party is materially prejudiced by such right of indemnification is claimed or arisesfailure. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it that may give rise to a claim for Losses under this Article IX (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; , provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled entitled, subject to the Indemnified Party’s consent and to the extent permitted by applicable Laws, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice choice, if it promptly (at least ten (10) days before a response to such Third Party Claim is due) gives notice of its intention to do so to the Indemnified Party, and if it so elects, the Indemnifying Party within five (5) days of the receipt of notice from shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim; providedClaim with its own counsel and at its own expense. (c) Notwithstanding the foregoing, howeverif the actual or potential defendants in, or targets of, such Third Party Claim include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that if there are or are reasonably likely to be legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there exists or is reasonably likely to exist a conflict of interest interest, in either case that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel participate in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense defense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovewith its own counsel (but at the Indemnifying Party’s expense), provided, that the Indemnified Party shall use diligent and good faith efforts in such defense. (d) The Indemnified Party shall cooperate with the Indemnifying Party in such the defense and settlement of any Third Party Claim which is indemnifiable hereunder and make available to the Indemnifying Party, at the Indemnifying Party’s expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly. (e) If the Indemnifying Party does not assume control over the defense of any Third Party Claim which is indemnifiable hereunder as provided in Section 9.4(b) hereof, in the event then the Indemnified Party is, directly or indirectly, conducting shall have the defense against any right to defend such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, Claim at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No portion of any such Third Party Claim may as to which the defense by the Indemnified Party is unsuccessful shall be settled by a liability of the Indemnifying Party hereunder, provided, that if the Indemnifying Party shall have admitted that it has a duty to fully indemnify any Indemnified Party with respect to a Third Party Claim pursuant to this Article IX and such Indemnifying Party has requested the Indemnified Party take over the defense and such Indemnified Party does elect to assume the defense of such Third Party Claim, such Indemnified Party shall use diligent and good faith efforts in its defense of such Third Party Claim and not settle or compromise such Third Party Claim without obtaining the prior written consent of the Indemnifying Party. The Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party has been entered against the Indemnified Party for such Third Party Claim. (f) The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim of which it has assumed control as provided in Section 9.4(b) hereof, without the consent of any Indemnified Party, provided, that the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment, (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially and adversely affect any Indemnified Party or the conduct of any Indemnified Party’s businesses, (iii) obtain, as a condition of any settlement or judgment or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim, and (iv) ensure that such settlement or judgment does not include any admission of wrongdoing or misconduct.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) ten days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Notwithstanding anything in this Section 9.05(b) to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the prior written consent of the Indemnified other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant (or claimants) and such party provide to such other party an unqualified release from all Liability in respect of the Third Party Claim. Notwithstanding anything in this Section 9.05 to the contrary, if the Seller is the Indemnifying Party, it shall not be entitled to undertake the defense of a Third Party Claim if such Third Party Claim relates to or arises in connection with (x) any criminal Action or any Action seeking equitable or remedial relief or (y) any Action that is asserted directly by or on behalf of a Person that is a supplier or customer of the Purchaser or the Business that is not also a supplier or customer of the Seller.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesarises and setting forth in reasonable detail the basis for such right of indemnification. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX (each, a “Third Party Claim”), within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by (i) the respective Indemnifying Party without the prior written consent of the respective Indemnified Party, or (ii) by the respective Indemnified Party without the prior written consent of the respective Indemnifying Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeVII, the Indemnified Party shall give the Indemnifying Party notice of such Third Party ClaimClaim within 30 days of the receipt of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VII except to the extent that such failure adversely affects the ability of the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from defend such Third Party Claim, then the . The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 30 days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party of elects to undertake any such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if there exists (i) so requested by the Indemnifying Party to participate with separate counsel or is reasonably likely (ii) in the reasonable written opinion of counsel to exist the Indemnified Party, a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both or potential conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; and provided, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredfurther, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right shall not be required to undertake pay for more than one such counsel for all Indemnified Parties in connection with any such defense against any such Third Party Claim as provided above, the Claim. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim (subject to the next sentence) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 7.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. Neither the Indemnifying Party nor the Indemnified Party in such defense and make available to the Indemnified Partyshall, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyother party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant or claimants and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim.

Notice of Loss; Third Party Claims. (a) An Indemnified Party seeking indemnification under this Agreement shall give the Indemnifying Party notice of any the matter that an Indemnified Party has determined has given or could give rise to a right of for which it is seeking indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIVII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIVII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) twenty days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying PartyParty (except that no Indemnifying Party will be required to pay the costs of more than one counsel for all the Indemnified Parties with regard to a Third Party Claim). In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party unless the settlement involves only the payment of money, with no admission of wrongdoing by the Indemnified Party, and includes a full release of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Such notice shall include the facts constituting the basis for such claim for indemnification, the Sections of this Agreement upon which such claim for indemnification is then based and an estimate, if possible, of the amount of Damages suffered or reasonably expected to be suffered by the Indemnified Party. (b) In the event that any claim shall be instituted or asserted by any third party in respect of which payment may be sought under Section 8.1(a) or Section 8.1(b) hereof, the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by the provisions of Section 8.1(a) or Section 8.1(b), as applicable, to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party notice is actually prejudiced as a result of any matter that an such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party has determined has given and to defend against, negotiate, settle or could give rise otherwise deal with any Third Party Claim which relates to any Damages indemnified by it hereunder, subject to the provisions below; provided, however, that the Indemnifying Party may not assume control of defense to a right Third Party Claim (i) in which equitable relief other than monetary damages is sought, or (ii) if the Indemnifying Party has not notified the Indemnified Party in writing that, based on the facts and circumstances known at such time, the Indemnified Party may be liable to indemnify the Indemnified Party with respect to the Damages relating to such Third Party Claim subject to the terms of indemnification under this AgreementArticle VIII. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Damages indemnified by it hereunder, it shall within thirty (30) days of such determination(or sooner, stating if the amount nature of the LossThird Party Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, if knownnegotiate, and method settle or otherwise deal with any Third Party Claim which relates to any Damages indemnified against hereunder, or is not permitted to assume the defense of computation thereof, and containing a reference Third Party Claim pursuant to the provisions proviso to the third sentence of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeSection 8.2(b), the Indemnified Party shall give may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the provisions below. If the Indemnifying Party notice shall assume the defense of any Third Party Claim pursuant to the terms of this Agreement, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel (the defense expense of such Third which may constitute Damages hereunder subject to the terms of this Article VIII) if (A) so requested by the Indemnifying Party Claim at its expense and through to participate or (B) in the reasonable opinion of outside counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both or potential conflict exists between the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled that would make such separate representation advisable. The Parties hereto agree to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with each other in connection with the Indemnifying Party in such defense and make available to the Indemnifying Partydefense, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 8.2 to the contrary, the neither an Indemnified Party nor an Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partyshall, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the other, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless (1) the claimant provides to the Indemnified Party and the Indemnifying Party an unqualified release from all liability in respect of such Third Party Claim, (2) such settlement does not involve any injunctive relief binding upon the Indemnified Party or any of its Affiliates, (3) such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and (4) such settlement does not involve any admission of liability or wrongdoing by any Indemnified Party, Indemnifying Party or any of its Affiliates.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall will promptly give the Indemnifying Party a written claim notice (a “Claim Notice”) of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determinationArticle XI, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The failure of any Indemnified Party to give a prompt Claim Notice will not release the Indemnifying Party from any of its indemnification obligations under this Article XI, except to the extent that the Indemnifying Party is prejudiced by such failure. (b) If an Indemnified Party shall will receive notice of any Action, audit, demand or assessment against it or has knowledge of any event or circumstance, including any pending or threatened Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which ), that may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeXI, the Indemnified Party shall will promptly give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the a Claim Notice in accordance with Section 11.5(a). The Indemnifying Party from any of may, at its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimoption, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five twenty (520) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that the Indemnified Party will be entitled to participate in the defense of any such Third Party Claim and to employ separate counsel of its choice at the Indemnified Party’s own expense (provided, that the fees and expenses of one separate counsel for all Indemnified Parties will be paid by the Indemnifying Party if there exists or is reasonably likely to exist a material conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both between the Indemnified Party and the Indemnifying Party, then Party in the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense conduct of the Indemnifying Partysuch defense). In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall will cooperate in good faith with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party ClaimClaim in accordance with the terms hereof, the Indemnifying Party shall will cooperate in good faith with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without Except with the prior written consent of the Indemnified Party (which consent will not to be unreasonably withheld, conditioned or delayed), no Indemnifying Party will settle or compromise or consent to an entry of judgment with respect to a Third Party Claim unless such settlement, compromise or judgment (i) relates solely to money damages, (ii) provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party and any applicable Affiliate thereof and (iii) does not contain any admission or finding of wrongdoing on behalf of the Indemnified Party. Except with the prior written consent of the Indemnifying Party (which consent will not to be unreasonably withheld, conditioned, or delayed), no Indemnified Party will settle or compromise or consent to an entry of judgment with respect to a Third-Party Claim.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party; and provided further that in the event of a third party claim relating to Taxes, the Indemnified Party shall have the right to retain control to the extent that the third party claim involves matters in excess of $100,000 that are not indemnified hereunder and which cannot be separately contested or increase the Tax liability for a Post-Closing Period by more than $100,000. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party Listco notice of any matter that an Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement, within thirty sixty (3060) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release Listco from its obligations under Section 3.02, except to the extent that it is actually prejudiced by such failure to provide notice. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment Action (each, a “Third Party Claim”) against it or which that may give rise to a claim for a Loss under this Article VIIISection 3.02, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party Listco notice of such Third Party Claim; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party Listco from any of its obligations under this Article VIII Section 3.02, except to the extent that the Indemnifying Party it is materially actually prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIprovide notice. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party Listco shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice choice, if it gives notice of its intention to do so to the Indemnified Party within five fifteen (515) days of the receipt of such notice from the Indemnified Party of Party. If Listco elects to undertake any such defense against a Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain participate in (but not control) such defense with its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredcounsel, and at the expense of the Indemnifying Partyits own expense. In the event that both the Indemnifying Indemnified Party exercises the right to undertake and Listco (or any such defense against any other member of either Group) are named defendants in such Third Party Claim Claim, Listco may employ one counsel of its choice to act in joint defense of such Third Party Claim, so long as provided above, representation by one counsel in such joint defense is permitted under the applicable rules of professional conduct or ethics. The Indemnified Party shall cooperate with the Indemnifying Party Listco in such defense and make available to the Indemnifying PartyListco, at the Indemnifying PartyListco’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Listco. If Listco elects to direct the Indemnifying Party. Similarlydefense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless Listco consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of Listco is entered against the defense against any Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 3.04 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnifying Indemnified Party shall cooperate with give Listco prompt written notice thereof and Listco shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. Listco shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No respect of such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of or to which settlement the Indemnified PartyParty consents in writing, such consent not to be unreasonably conditioned, withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give Subject to Section 9.1 above, in the Indemnifying Party notice of any matter event that an Indemnified Party proposes to make a claim for indemnification pursuant to Sections 9.2 or 9.4 hereof (other than a Third Party Claim as discussed below), the Indemnified Party will deliver, on or prior to the date upon which the applicable representations, warranties, indemnities or covenants may be asserted pursuant to Section 9.1, written notice to the Indemnifying Party which states (i) that a Loss has determined has given or could give rise to a right of indemnification under this Agreementoccurred, within thirty (30ii) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, and (iii) each individual item of Loss or other claim, in reasonable detail, including the amount and date of such Loss (to the extent reasonably ascertainable). (b) If an the Indemnified Party shall receive notice of any Actionaction, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeindemnification pursuant to Sections 9.2 or 9.4, the Indemnified Party shall promptly give the Indemnifying Party written notice of such Third Party Claim; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations under this Article VIII 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure and (but in no event shall not relieve any such failure or delay extend the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. Claims Period set forth in Section 9.1 above). (c) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 10 days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would would, in the reasonable judgment of counsel to the Indemnifying Party, make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredrequired at the expense of the Indemnifying Party and such counsel shall be entitled to full participation in the defense of or prosecution of counterclaims related to any such claim and the Indemnifying Party shall direct its counsel to reasonably cooperate in connection therewith. If the Indemnifying Party does not acknowledge in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim within 10 days, or the Indemnifying Party fails or refuses to promptly assume and defend such Third Party Claim, then the Indemnified Party shall be entitled to assume and control the defense of such Third Party Claim at the Indemnifying Party’s expense and through counsel of the Indemnified Party’s choice. (d) Notwithstanding anything herein to the contrary, in the event of any Third Party Claim brought by, on behalf of or for the benefit of any Affiliate of the Indemnifying Party, then the Indemnified Party shall control the defense thereof, at the expense of the Indemnifying Party. , notwithstanding the Indemnifying Party’s obligation to indemnify the Indemnified Party therefor. (e) In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party or Indemnified Party without the prior written consent of the Indemnified Partyother, which shall not be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementAgreement (a " Notice of Claim "), within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing . The Indemnifying Party shall have 10 Business Days after its receipt of a reference Notice of Claim to respond to the provisions claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of this Agreement Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect of which such right of indemnification is claimed or arisesto the unresolved claim(s). (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “"Third Party Claim”") against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice in reasonable detail of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice (which shall be reasonably satisfactory to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within five (5) ten days of the receipt of such notice from the Indemnified Party. In such event, the Indemnified Party shall have the right to participate in the defense of the Third Party Claim with counsel selected by it, and the fees and disbursements of such Third Party Claimcounsel shall be at the expense of the Indemnified Party; provided, however, that if (i) the Indemnifying Party shall have failed to timely assume, or shall fail to diligently prosecute, the defense of the Third Party Claim, (ii) in the reasonable judgment of the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party or (B) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party or (iii) the Third Party Claim (A) is asserted directly by or on behalf of a Person that is a supplier or customer of the Equipment or (B) seeks an injunction or other equitable relief against the Indemnified Party, then in each such case the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s 's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s 's possession or under the Indemnified Party’s 's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s 's expense, all such witnesses, records, materials and information in the Indemnifying Party’s 's possession or under the Indemnifying Party’s 's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement, as promptly as reasonably practicable following (and in any event within thirty (30) days of of) such determination, including a reasonably detailed description of the facts alleged to constitute the basis of such claim, stating the amount or estimated amount of the Loss, if knownknown or reasonably ascertainable, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice from a third party of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may could reasonably be expected to give rise to a claim for a Loss under this Article VIII, as promptly as reasonably practicable following (and in any event within thirty (30) days of of) the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the defenses or other rights available to the Indemnifying Party is are actually and materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five fifteen (515) days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if the Indemnifying Party not be entitled to assume and control the defense of such Third Party Claim, and shall be liable for the fees and expenses of counsel to the Indemnified Party in defending such Third Party Claim, if, (A) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, (B) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in between the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Indemnifying Party and the Indemnifying Indemnified Party, then (C) such Third Party Claim seeks non-monetary relief (including injunctive or other equitable relief) or (D) there is a criminal or regulatory enforcement Action brought by any Governmental Authority, or any other dispute involving the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which Party, on the Indemnified Party determines counsel is requiredone hand, at and any Governmental Authority, on the expense of the Indemnifying Partyother hand. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided above, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall reasonably cooperate with the Indemnifying Party Party, at the Indemnifying Party’s expense, in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is may be reasonably required requested by the Indemnifying Party. Similarly, in If the event the Indemnified Indemnifying Party is, directly or indirectly, conducting elects to direct the defense against of any such Third Party Claim, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party shall cooperate with consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party in for such defense and make available to Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 8.5 or if the Indemnifying Party does not assume and conduct the defense of any Third Party Claim, the Indemnified Party may continue to defend such Third Party Claim at the sole cost of the Indemnifying Party, and the Indemnifying Party may participate in, but not control, the defense of such Third Party Claim at the Indemnifying Party’s sole cost and expense. (c) The Indemnified Party shall not settle any matter relating to a Third Party Claim, all such witnesses, records, materials and information in consent to the entry of any Governmental Order or make an admission of fact with a comparable effect without the prior written consent of the Indemnifying Party’s possession or under the Indemnifying Party’s . Conversely, in exercising its right of control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by in accordance with Section 8.5(b), the Indemnifying Party shall not settle a Third Party Claim, consent to the entry of any Governmental Order or admit a fact with a comparable effect without the prior written consent of the Indemnified Party, except if and to the extent such settlement provides for (A) the unconditional release of the Indemnified Party from all liabilities and obligations in connection with such Third Party Claim, (B) there is no finding or admission of any violation of Law, any violation of the rights of any Person or any other wrongdoing by the Indemnified Party and (C) the sole relief provided is monetary damages for which the Indemnified Party will have no obligation of payment. The Party controlling the defense of any Third Party Claim shall promptly notify the other Party of each settlement offer with respect to the Third Party Claim.

Notice of Loss; Third Party Claims. (a) a. An Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of any matter that which an Indemnified Party has determined has given given, or could give would reasonably be expected to give, rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) b. If an Indemnified Party shall receive notice of any Action, audit, demand or assessment against it brought by a third party (each, a “Third Third-Party Claim”) against it or ), which may would reasonably be expected to give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeAgreement, the Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of such Third Third-Party Claim; provided, howeverstating the amount of the Loss, that if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, together with copies of all notices and documents served on or received by the Indemnified Party and its Representatives in respect thereof (subject to applicable Law). A failure by the Indemnified Party to provide such give notice in a timely manner pursuant to Section 8.5(a) or this Section 8.5(b) shall not release limit the obligation of the Indemnifying Party from any of its obligations under this Article VIII Agreement, except to the extent that the such Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIthereby. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice (which counsel shall be reasonably acceptable to the Indemnified Party), if it gives notice of its intention to do so to the Indemnified Party within five (5) 30 days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that the Indemnifying Party shall not be entitled to assume and control the defense of any Third-Party Claim if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of (x) the Indemnified Party in its sole and absolute discretion for the same has been advised by counsel to represent both that a conflict exists between the Indemnified Party and the Indemnifying PartyParty in connection with the defense of such Third-Party Claim, then (y) such Third-Party Claim seeks an injunction or other equitable relief, or arises in connection with any criminal proceeding, criminal investigation or indictment, or (z) the Indemnified Purchaser reasonably believes that the assumption and defense of such Third-Party shall be entitled to retain Claim by the Seller could adversely affect the Business or its own counsel in each jurisdiction for which relationships with customers, clients, suppliers or other third parties with whom the Indemnified Party determines counsel is required, at the expense Business or any of the Indemnifying Partyits Affiliates has a material business relationship. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any a Third-Party Claim, the Indemnifying Party shall conduct the defense of such Third Third-Party Claim as provided above, diligently and in good faith and shall give the Indemnified Party a reasonable opportunity to participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto (or in the possession or control of any of its Representatives) as is reasonably required requested by the Indemnifying PartyParty or its counsel, subject to applicable Law. Similarly, in the event the The Indemnified Party isshall not admit any liability with respect to, directly or indirectlysettle, conducting compromise or discharge any Third-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party elects to undertake the defense against any such Third of a Third-Party Claim, the Indemnifying Party shall cooperate with have the right to settle any Third-Party Claim (i) (A) for which it obtains a full release of the Indemnified Party from all Liabilities, Losses and obligations in respect of such defense Third-Party Claim, and make available to (B) the settlement of which does not involve any relief other than money damages which will be paid in full by the Indemnifying Party, and which does not involve a finding or admission of any violation of Law or other wrongdoing by the Indemnified Party, at or (ii) the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by settlement of which the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyconsents to in writing.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) promptly, but in no event later than 30 days of after the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 30 days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that the Indemnified Party’s outside counsel shall have advised the Indemnified Party would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party so determines counsel is required, at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Action. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in then the event Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains an unconditional release of the Indemnified Party isfrom all liability in respect of such Third Party Claim or to which settlement the Indemnified Party consents in writing (not to be unreasonably withheld, directly conditioned or indirectlydelayed). If, conducting within 30 days after the defense against any receipt of the notice of such Third Party Claim, the Indemnifying Party does not notify the Indemnified Party that it elects to undertake the defense of such Third Party Claim, the Indemnified Party shall have the right to contest, settle or compromise such Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, however, that no Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder under any circumstances without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim. In such event, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Notwithstanding anything in this Section 9.05 to the contrary, if a Third Party Claim may relates to or arises in connection with any criminal Action or any Action seeking equitable or remedial relief, the Indemnified Party shall be settled by entitled to jointly control the defense thereof with the Indemnifying Party without for so long as such Action is continuing. (c) The parties hereto acknowledge and agree that, except for the prior written consent right to specifically enforce the provisions of this Agreement as provided in Section 11.10 and with respect to common law fraud (excluding any concept of “constructive fraud”), following the Closing, the provisions of Section 5.15, Article VII and this Article IX shall be the sole and exclusive remedies of the Seller Indemnified PartyParties and the Purchaser Indemnified Parties for any Loss and any and all claims arising under, out of, or related to this Agreement or the sale and purchase of the Acquired Companies and Subsidiaries, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective officers, directors, employees, agents, successors and assigns arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VII or this Article IX or the provisions in Section 5.15. The provisions of this Section 9.06, together with the limited remedies provided in Article VII and this Article IX, were specifically bargained for between Dycom, the Purchaser and the Sellers The Sellers have specifically relied upon the provisions of this Section 9.06, together with the limited remedies provided in Article VII and this Article IX, in agreeing to the Purchase Price and in agreeing to provide the specific representations and warranties set forth herein.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 15 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyThe Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the event Indemnifying Party is entered against the Indemnified Party is, directly or indirectly, conducting for such Third Party Claim. If the Indemnified Party assumes the defense against of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. (c) In the event of a Third Party Claim, the Indemnifying Purchaser, on the one hand, and the Seller and Parent, on the other, shall at all times cooperate with each other in a reasonable manner to permit the Purchaser, the Seller and Parent, as the case shall be, to discharge their respective obligations under this Article, including by providing access at reasonable times or reasonable request to the books and records of the Seller, Biometrica FRG and Parent; provided, that no failure or alleged failure by either the Purchaser or the Seller and Parent to cooperate shall be asserted by the other Party as a defense to such Party’s obligations under this Article unless the Party seeking cooperation has notified the other Party in reasonable detail of the cooperation sought and the other Party has failed to provide the cooperation sought (or explained why such cooperation is not feasible) within thirty (30) days after receipt of such notice. In fulfilling its obligations to cooperate under this Section, no Party shall cooperate with the Indemnified Party be required to incur more than $1,500 in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information out of pocket costs unless reimbursement is provided in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required advance by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyseeking cooperation.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “"Third Party Claim”") against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party; and provided further that in the event of a third party claim relating to Taxes, the Indemnified Party shall have the right to retain control to the extent that the third party claim involves matters in excess of $100,000 that are not indemnified hereunder and which cannot be separately contested or increase the Tax liability for a Post-Closing Period by more than $100,000. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s 's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s 's possession or under the Indemnified Party’s 's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s 's expense, all such witnesses, records, materials and information in the Indemnifying Party’s 's possession or under the Indemnifying Party’s 's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that (other than Third Party Claims which are addressed in subsection (b) below), which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty sixty (3060) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that failure to give such notice within such sixty (60) day period shall not affect the Indemnifying Party’s obligations under this Article VIII except to the extent the Indemnifying Party shall have been prejudiced by such failure. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve Party. Unless (i) the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party ClaimClaim involves the seeking of an injunction or other equitable relief, then or (ii) unless the Third Party Claim is criminal in nature, the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice choice, reasonably satisfactory to the Indemnified Party, if it gives notice of its intention to do so so, to the Indemnified Party within five thirty (530) days of the receipt of such notice from the Indemnified Party. Notwithstanding the preceding sentence, the Indemnifying Party shall lose the right to control the defense of such the Third Party Claim if it shall fail to diligently defend the Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises has the right to elect, and elects, to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense and in any settlement negotiations at its own expense. The Indemnified Party shall fully cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding or if the Indemnifying Party is not entitled to direct the defense of such Claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim (if it is entitled to direct the defense thereof as above provided) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnifying Party fails to assume the defense of the Third Party Claim, or fails to diligently defend the Third Party Claim following its assumption of the defense thereof, the Indemnified Party may defend the Third Party Claim with counsel of the Indemnified Party’s choice, and may settle the Third Party Claim in its sole discretion. If the Indemnifying Party assumes the defense of any such claims or proceeding pursuant to this Section 8.05 and proposes to forgo any appeal of an adverse outcome with respect thereto, then the Indemnifying Party shall cooperate with give the Indemnified Party prompt written notice thereof and the Indemnified Party shall have the right to assume or reassume the defense of such claims or proceeding. The Indemnifying Party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such defense and make available action, suit or proceeding, (ii) which attributes fault to the Indemnified Party, at or (iii) for other than monetary damages to be borne in full by the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this Section 8.05, or if, in accordance with the foregoing, the Indemnifying Party shall not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.05, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of contesting, defending, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, Agreement within thirty (30) 60 days of such determination, determination stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Actionaction, audit, claim, demand or assessment (excluding an action, audit, claim, demand or assessment relating to Taxes which are covered by Section 9.13 hereof) (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party written notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 15 days of the receipt of such written notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by thereto. If the Indemnifying Party. SimilarlyParty elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.07 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the right to participate in or reject such settlement and assume (or reassume as the case may be) the defense of such claims or proceeding. The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a release of the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No respect of such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of or to which settlement the Indemnified PartyParty consents in writing, such consent not to be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of A claim for indemnification for any matter that an Indemnified not involving a Third Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference Claim may be asserted by written notice to the provisions of this Agreement in respect of which such right of party from whom indemnification is claimed or arisessought. (b) If an Indemnified Party In the event that any Action shall receive notice be instituted or asserted by any third party in respect of any Action, audit, demand which payment may be sought under Section 11.2 or assessment Section 11.3 (regardless of the limitations set forth in Section 11.4) (each, a “Third Party Claim”) against ), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge and that may be covered by this indemnity to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or which otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified by it hereunder; provided, however, that the Indemnifying Party may give rise not assume control of defense to a claim for Third Party Claim (i) involving any criminal proceeding, action, indictment, allegation or investigation, or in which relief other than monetary damages is sought, (ii) involving the alleged misuse, infringement, misappropriation or violation of any Intellectual Property, (iii) involving a Loss under this Article VIIIpurported class action, (iv) if the Indemnifying Party has not notified the Indemnified Party in writing that it will be liable to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim subject to the limitations of Section 11.4 or (v) if the Third Party Claim relates to the Company Intellectual Property. In addition, the Indemnifying Party may not maintain the defense of a Third Party Claim if it has failed to defend such Third Party Claim in good faith. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified by it hereunder, it shall within thirty (30) days (or sooner, if the nature of the receipt Third Party Claim so requires) notify the Indemnified Party of such noticeits intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified against hereunder, or is not permitted to assume the defense of a Third Party Claim pursuant to the proviso to the third sentence of this Section 11.5(b), the Indemnified Party shall give may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the provisions below. If the Indemnifying Party notice shall assume the defense of any Third Party Claim pursuant to the terms of this Agreement, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume participate in any such defense with separate counsel at the expense of the Indemnifying Party if (A) so requested by the Indemnifying Party to participate, (B) in the reasonable opinion of outside counsel to the Indemnified Party a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable, or (C) in the reasonable opinion of outside counsel to the Indemnified Party there are legal defenses available to the Indemnified Party that are different from or additional to those available to Indemnifying Party; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. If after assuming the defense of a Third Party Claim the Indemnifying Party determines that it is not required to provide indemnification therefor, it shall promptly notify the Indemnified Party, cease to control the defense of such Third Party Claim at its expense Claim, and through counsel shall nonetheless be responsible for all costs of its choice if defense incurred by it gives notice prior to such notice. The parties hereto agree to reasonably cooperate with each other in connection with the defense, negotiation or settlement of its intention any such Third Party Claim. Notwithstanding anything in this Section 11.5 to do so to the contrary, neither the Indemnifying Party nor the Indemnified Party within five (5) days shall, without the written consent of the receipt other party, settle or compromise any Third Party Claim or permit a default or consent to entry of notice from any Governmental Order unless (1) the claimant provides to such other party an unqualified release of the Indemnified Party Parties and Indemnifying Parties from all liability in respect of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of (2) such settlement does not involve any injunctive relief binding upon the Indemnified Party in or any of its sole and absolute discretion for Affiliates, (3) such settlement does not encumber any of the same counsel to represent both the material assets of any Indemnified Party and the Indemnifying Party, then the or impose any restriction or condition that would apply to or materially affect any Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which or the conduct of any Indemnified Party’s business and (4) such settlement does not involve any admission of liability or wrongdoing by any Indemnified Party determines counsel is required, at the expense or any of the Indemnifying Party. its Affiliates. (c) In the event that the Indemnifying Indemnified Party exercises conducts the right to undertake any such defense against any such of a Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available pursuant to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimthis Section 11.5, the Indemnifying Party shall cooperate with will remain responsible for any and all other Losses that the Indemnified Party in such defense and make available to the Indemnified Partymay incur or suffer resulting from, at the Indemnifying Party’s expensearising out of, all such witnessesrelating to, records, materials and information in the Indemnifying Party’s possession nature of or under the Indemnifying Party’s control relating thereto as is reasonably required caused by the Indemnified Party. No such Third Party Claim may be settled by to the Indemnifying Party without the prior written consent of the Indemnified Partyfullest extent provided in this Article XI.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the party from whom indemnification is sought (the “Indemnifying Party Party”) notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementArticle X, within thirty (30) days in accordance with Section 10.05(b), stating the nature and basis of such determinationclaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesarises and copies of all material written evidence relevant thereto. (b) If an A claim for indemnification for any matter not involving a Third Party Claim (as defined below) shall be asserted by notice to the Indemnifying Party as promptly as practicable and in any event within sixty (60) days after the date that the Indemnified Party shall receive obtains Knowledge of such matter, but in no event after the applicable time periods set forth in Section 10.01(a) and Section 10.01(b); provided, however, that, any failure of the Indemnified Party to give notice of such claim within such sixty (60) day time period shall not release, waive or otherwise affect the Indemnifying Party’s obligations under this Article X with respect thereto unless and to the extent the Indemnifying Party is actually and materially prejudiced as a result of such failure. In the event that any ActionAction shall be instituted or that any Action shall be asserted by any third party in respect of which payment may be sought under Section 10.02 or Section 10.03 (regardless of the limitations set forth in Sections 10.04(a), audit10.04(b), demand or assessment 10.04(c), and 10.04(f)) (each, a “Third Party Claim”), the Indemnified Party shall promptly, but in no event after the applicable time periods set forth in Section 10.01(a) against and Section 10.01(b), give written notice of the assertion of any Third Party Claim of which it has Knowledge that is covered by this Article X to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or which may give rise to a claim for a Loss otherwise affect the Indemnifying Party’s obligations under this Article VIIIX with respect thereto unless and to the extent the Indemnifying Party is actually and materially prejudiced as a result of such failure. Subject to this Section 10.05(b), the Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice (who shall be reasonably acceptable to the Indemnified Party) and to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified against by it hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified against by it hereunder, it shall within thirty (30) days after receipt of the receipt Indemnified Party’s notice of such noticeThird Party Claim, notify the Indemnified Party in writing of its intent to do so. Until the Indemnifying Party timely elects to defend against, negotiate, settle or otherwise deal with a Third Party Claim that relates to any Losses indemnified against hereunder, or if the Indemnifying Party abandons any such defense, then the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim with counsel of its choice. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall give may participate, at his, her or its own expense, in the Indemnifying Party notice defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable written opinion of counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days Party, a conflict or potential conflict of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there interest exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation reasonably advisable; and provided further, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises shall not be required to pay for more than one such counsel (plus appropriate local counsel for each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim. The parties agree to cooperate fully in connection with the right to undertake any such defense against defense, negotiation or settlement of any such Third Party Claim. Notwithstanding anything in this Section 10.05 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned), (A) settle or compromise, or attempt to settle or compromise, any Third Party Claim or (B) permit a default or consent to entry of any judgment, provided in each case, that the Indemnifying Party may do so if (x) the claimant provides to the Indemnified Party and its Affiliates an unqualified release from all liability in respect of the Third Party Claim, (y) the Third Party Claim involves no relief other than monetary damages and (z) the settlement or compromise does not include any statement as provided aboveto or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or its Affiliates. (c) If a final decision, judgment or award is rendered by a Governmental Authority of competent jurisdiction and the time in which to appeal therefrom has expired (or such decision, judgment or award is non-appealable), or a settlement is consummated, or the Indemnified Party and the Indemnifying Party arrive at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall cooperate with forward to the Indemnifying Party in such defense notice of any sums due and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled owing by the Indemnifying Party without the prior written consent pursuant to this Agreement with respect to such matter. (d) This Section 10.05 shall not apply to indemnity claims in respect of: (i) Indemnified Taxes or (ii) breaches of the Indemnified Partyrepresentations or warranties contained in Section 3.15, which shall be governed exclusively by Section 7.04.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that such failure results in a material detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise other than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 30 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim, the Indemnifying Party shall cooperate with . If the Indemnified Party in assumes the defense of any such defense and make available claims or proceeding pursuant to the Indemnified Party, at the Indemnifying Party’s expense, all this Section 9.05 it shall not settle such witnesses, records, materials and information in the Indemnifying Party’s possession claims or under the Indemnifying Party’s control relating proceeding prior to a final judgment thereon or forgo any appeal with respect thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified PartyIndemnifying Party (which consent shall not be unreasonably withheld or delayed).

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given given, or could would reasonably be expected to give rise to to, a right of indemnification under this Agreement, within thirty (30) days of a reasonable time following such determination, stating the estimated amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by reason of such failure. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, investigation, demand or assessment (each, a “Third Third-Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) days of the reasonably promptly following receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Third-Party Claim; provided, however, provided that the failure to provide give such notice shall not release affect the Indemnifying rights of the Indemnified Party from any of its obligations under this Article VIII hereunder except to the extent that the Indemnifying Party is materially shall have been prejudiced by reason of such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any responsibility for all indemnifiable Losses that may result from arising out of such Third Third-Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its sole risk and expense and through counsel of its choice (which shall be reasonably satisfactory to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within five (5) 15 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such Third a Third-Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required requested by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding in accordance with this Section 9.05(b), in the event the Indemnified Party isshall not make any payment toward a settlement of such claim, directly nor permit to be paid any monies as part of a settlement, unless the Indemnifying Party consents in writing to such payment. In the event that (i) the Indemnifying Party shall elect not to undertake such defense; (ii) the Indemnifying Party shall fail to actually undertake to defend such Third-Party Claim, or indirectlydiligently pursue or maintain such defense, conducting within a reasonable time after notice from the Indemnified Party of such Third-Party Claim; or (iii) the Indemnifying Party and Indemnified Party cannot, pursuant to applicable rules of professional conduct, be represented by the same counsel, with respect to such Third-Party Claim, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise and/or settlement of such Third-Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the sole account and risk of the Indemnifying Party (subject to Section 9.04); furthermore, in each case where a Third-Party Claim seeks equitable remedies, the Indemnified Party (upon written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise and/or settlement of the equitable aspects of such Third-Party Claim, by counsel or other representatives of its own choosing, at the expense of the Indemnifying Party (subject to Section 9.04). In the event that the Indemnified Party undertakes the defense against any such Third of a Third-Party ClaimClaim under this Section 9.05(b), the Indemnifying Party shall cooperate with pay, subject to Section 9.04, in addition to all other amounts required to be paid hereunder, the reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Party in connection with the defense, compromise and/or settlement thereof as and when such defense costs and make available expenses are so incurred. Anything in this Section 9.05(b) to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Third-Party Claim or consent to the entry of any Governmental Order unless (i) the Indemnifying Party agrees in writing to pay all amounts payable pursuant to such settlement, compromise or Governmental Order, (ii) such settlement, compromise or Governmental Order includes as an unconditional term thereof the giving by the claimant or the plaintiff (or any other applicable Person) to the Indemnified Party of an irrevocable release from all liability in respect of such Third-Party Claim (including the underlying facts resulting therein) in form and substance satisfactory to the Indemnified Party, at the Indemnifying Party’s expenseand (iii) such settlement, all such witnesses, records, materials and information in the Indemnifying Party’s possession comprise or under the Indemnifying Party’s control relating thereto as is reasonably required by Governmental Order does not impose any injunctive relief or operational restrictions on the Indemnified Party. No such Third Party Claim may be settled or admit to any wrongdoing by the Indemnifying Party without the prior written consent or on behalf of the Indemnified Party.

Notice of Loss; Third Party Claims. (ai) An Indemnified Party shall give the Indemnifying Party notice of any matter that an which a Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (bii) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “"Third Party Claim”") against it or which may give rise to a claim for a the Loss under this Article VIIISection 7, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII Section 7 except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIISection 7. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) ten days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s 's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s 's possession or under the Indemnified Party’s 's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s 's expense, all such witnesses, records, materials and information in the Indemnifying Party’s 's possession or under the Indemnifying Party’s 's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Other than with respect to any Third Party Claim that is provided for in Section 9.2(b), an Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementArticle IX including reasonably detailed facts and circumstances pertaining thereto, within thirty (30) days of such determinationas promptly as possible but in any event, stating on or before the amount first anniversary of the LossClosing Date, if knownexcept that any claim for indemnification under Section 9.1(a)(ii), and method 9.1(a)(iii), 9.1(a)(iv), 9.1(a)(v), 9.1(b)(ii), 9.1(b)(iii) or 9.1(b)(iv) may be made without limitation as to time; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of computation thereof, and containing a reference its obligations under this Article IX except to the provisions of this Agreement in respect of which extent that the Indemnifying Party is materially prejudiced by such right of indemnification is claimed or arisesfailure. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it from any third party that may give rise to a claim for Losses under this Article IX (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled entitled, to the extent permitted by applicable Law, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice choice, if it promptly (at least ten (10) days before a response to such Third Party Claim is due) gives notice of its intention to do so to the Indemnified Party, and if it so elects, the Indemnifying Party within five (5) days of the receipt of notice from shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party ClaimClaim with its own counsel and at its own expense; provided, however, that the Indemnifying Party shall not be entitled to assume and control the defense of a Third Party Claim brought by or involving a Governmental Authority (provided that (i) the Indemnified Party shall, to the extent practicable, consult with the Indemnifying Party with respect to such defense of a Third Party Claim which is indemnifiable hereunder brought by or involving a Governmental Authority, (ii) the Indemnified Party shall not settle or compromise or enter into any judgment relating to, or pay or permit to pay, any such Third Party Claim, without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld, and (iii) if the Indemnifying Party shall have admitted that it has a duty to fully indemnify any Indemnified Party with respect to a Third Party Claim pursuant to this Article IX and such Indemnifying Party has requested the Indemnified Party take over the defense and such Indemnified Party does elect to assume the defense of such Third Party Claim, such Indemnified Party shall use diligent and good faith efforts in its defense of such Third Party Claim). (c) Notwithstanding the foregoing, if the actual or potential defendants in, or targets of, such Third Party Claim include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that there are or are reasonably likely to be legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there exists or is reasonably likely to exist a conflict of interest interest, in either case that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel participate in each jurisdiction for which the defense of such Third Party Claim; provided that the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any shall use diligent and good faith efforts in such defense against any such Third Party Claim as provided above, the defense. (d) The Indemnified Party shall cooperate with the Indemnifying Party in such the defense and settlement of any Third Party Claim which is indemnifiable hereunder and make available to the Indemnifying Party, at the Indemnifying Party’s expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly. (e) If the Indemnifying Party does not assume control over the defense of any Third Party Claim which is indemnifiable hereunder as provided in Section 9.2(a), in the event then the Indemnified Party is, directly or indirectly, conducting shall have the defense against any right to defend such Third Party Claim, and the portion of any such Third Party Claim as to which the defense by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be a liability of the Indemnifying Party hereunder; provided that if the Indemnifying Party shall cooperate have admitted that it has a duty to fully indemnify any Indemnified Party with respect to a Third Party Claim pursuant to this Article IX and such Indemnifying Party has requested the Indemnified Party in such take over the defense and make available such Indemnified Party does elect to assume the defense of such Third Party Claim, such Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials Party shall use diligent and information good faith efforts in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No its defense of such Third Party Claim may be settled by the Indemnifying and not settle or compromise such Third Party Claim without obtaining the prior written consent of the Indemnifying Party. The Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party has been entered against the Indemnified Party for such Third Party Claim. (f) The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim of which it has assumed control as provided in Section 9.2(b), without the consent of any Indemnified Party; if and only if the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment, (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s businesses, (iii) obtain, as a condition of any settlement or judgment or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim, and (iv) ensure that such settlement or judgment does not include any admission of wrongdoing or misconduct on the part of the Indemnified Parties.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of claim for indemnification under this Agreement, within thirty (30) days of Agreement describing in reasonable detail the facts and circumstances with respect to such determinationclaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice . With respect to a breach of any Actionrepresentation or warranty, auditsuch notice must be received on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 9.01, demand irrespective of whether the subject matter of such claim or assessment action shall have occurred before or after such date. If the matter is a claim brought by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the Indemnified Party in such defense and make available right to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information participate in the Indemnifying Party’s possession settlement or under assume or reassume the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No defense of such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaims or proceeding.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determinationas soon as practicable, stating the amount of the Loss, if known, and method of computation thereofof the Loss, and containing a reference to the provisions of this Agreement in respect of which such the right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which that may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeARTICLE 9, the Indemnified Party shall give the Indemnifying Party notice of such the Third Party Claim; providedClaim within thirty (30) days (ten (10) days in the case of any Third Party Claim relating to Tax) of the receipt of notice. However, however, that the failure to provide such notice shall does not release the Indemnifying Party from any of its obligations under this Article VIII ARTICLE 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have failure. To the extent permitted by the law applicable to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be is entitled to assume and control the defense of such the Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five ten (510) days of the receipt of notice from the Indemnified Party of such Party. However, to the extent permitted by the law applicable to the Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Partyis entitled, then the Indemnified Party shall be entitled to retain at its own counsel expense, to participate in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense defense of the Indemnifying Party. In the event that Third Party Claim. (c) If the Indemnifying Party exercises the right to undertake any such the defense against any such a Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such the defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials materials, and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying PartyParty reasonably requires. Similarly, in the event if the Indemnified Party is, directly or indirectly, conducting the defense against any such a Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such the defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials materials, and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party reasonably requires. (d) The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be withheld unreasonably.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a CX Xxxxxx Indemnitee (the “Indemnified Party”) intends to make a claim for Losses under this Article 7, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 7 (the “Indemnifying Party Party”) prompt written notice (a “Breach Notice”) of any matter that an such Indemnifiable Matter which the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement, Agreement within thirty (30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 7, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have thirty (30) days after receipt of the Breach Notice to dispute the contents of the Breach Notice. If the Indemnified Party and method the Indemnifying Party are unable to resolve the disputes to the Breach Notice, if any, within thirty (30) days of computation thereofthe Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and containing a reference subject to the provisions of this Agreement in respect and the Escrow Agreement. For the avoidance of which such right doubt, any notices to be delivered to the CB Escrow Participants, as collectively the Indemnifying Party, shall be delivered to the CB Holders’ Representative, acting on behalf of indemnification is claimed or arisesthe CB Escrow Participants. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or Proceeding with respect to an Indemnifiable Matter which may give rise to a claim for a Loss Losses under this Article VIII, within thirty 7 (30) days of the receipt of such noticea “Third-Party Claim”), the Indemnified Party shall promptly give the Indemnifying Party written notice of such Third Third-Party Claim; provided, however, that the failure to provide such notice shall not release so notify the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than its obligations under this Article VIII7, except to the extent that such failure shall have adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have the right, at its option, by written notice to the Indemnified Party, to assume the entire control of the defense, compromise or settlement of the Third-Party Claim, and shall be entitled to appoint a recognized and reputable counsel to be the lead counsel in connection with such defense that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify assume the Indemnified Party hereunder against any Losses that may result from such Third defense of a Third-Party Claim, then : (i) the Indemnifying Party shall be entitled to assume diligently and control the defense of in good faith defend such Third Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to shall keep the Indemnified Party within five (5) days reasonably informed of the receipt of notice from the Indemnified Party status of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, defense; (ii) the Indemnified Party shall cooperate with the Indemnifying Party in any such defense defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Party shall make available to the Indemnifying Party, Party all information and documents related to such Third-Party Claim; and (iii) the Indemnified Party (A) may participate in such defense and retain one law firm reasonably satisfactory to the Indemnifying Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials expense if the Indemnified Party has been advised by outside legal counsel that there exists a conflict of interest between the Indemnifying Party and information the Indemnified Party or that there are one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or (B) may participate in such defense at the Indemnified Party’s possession or under expense in all other circumstances. Notwithstanding anything to the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, contrary in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimthis Section 7.3(b), the Indemnifying Party shall cooperate with not be entitled to assume or conduct the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third of any Third-Party Claim may be settled by the Indemnifying Party (without the prior written consent of the Indemnified Party, in its sole discretion) if (i) such Third-Party Claim relates to or arises in connection with any criminal action, subpoena, criminal investigative demand, criminal investigation or criminal proceeding of a Governmental Body, (ii) such Third-Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the assumption of the defense of the Third-Party Claim would have, in the good faith judgment of the Indemnified Party, a material adverse effect on the business relationship between the Indemnified Party and any Persons with whom it has material business dealings, (iv) settlement of, or an adverse judgment with respect to, the Third-Party Claim is, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, or (v) the Indemnifying Party has not agreed and acknowledged in writing for the benefit of the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such Third-Party Claim, subject to the limitations set forth in this Article 7. If the Indemnifying Party (i) does not elect to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) after assuming the defense of a Third-Party Claim, fails to take steps necessary to defend diligently such Third-Party Claim or (iii) is not entitled to defend the Indemnified Party against a Third-Party Claim pursuant to the first sentence of this Section 7.3, the Indemnified Party shall have the right, but not the obligation to, assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim (including the payment of the reasonable fees and expenses of the Indemnified Party’s counsel by the Indemnifying Party) shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party so long as (i) such settlement or judgment involves monetary damages only which are indemnifiable in full by the Indemnifying Party, (ii) a term of the settlement or judgment is that the Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability with respect to such claim and (iii) such settlement does not include any statement or admission of fact regarding culpability of, or failure to act by or on behalf of, the Indemnified Party; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Section 7.3, following the Effective Time, the CB Holders’ Representative, at the sole expense of the CB Escrow Participants, shall conduct and control, through counsel of its own choosing, the defense, compromise or settlement of the defense of any Schedule 7.1(a) Claim; provided, however, that nothing in this Section 7.3 shall inhibit or prevent GTY or its successors or assigns from hiring separate counsel, at the sole expense of GTY or its successors or assigns in connection with any Schedule 7.1(a) Claim. (c) To the extent that there is an inconsistency between Section 7.3 and Section 5.4 as it relates to a Tax matter, the provisions of Section 5.4 shall govern.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a Bonfire Holder Indemnitee (the “Indemnified Party”) intends to make a claim for Losses under this Article 8, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter that an such Indemnifiable Matter which the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement, Agreement within thirty (30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable, and method (iv) a copy of computation thereofall material written evidence of Loss; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 8, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have thirty (30) days after receipt of the Breach Notice to dispute the contents of the Breach Notice. The Indemnified Party shall allow the Indemnifying Party to investigate the matter or circumstance alleged to give rise to the Indemnifiable Matter, and containing whether and to what extent any amount is payable in respect of the Indemnifiable Matter and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including reasonable access to the Indemnified Party’s premises and personnel during normal business hours, with advance written notice, and in such a reference manner so as not to interfere with the normal operations of such Indemnified Party, and the right to examine and copy any accounts, documents or records (not subject to any privilege)) as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party are unable to resolve the disputes to the Breach Notice, if any, within thirty (30) days of the Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesAgreement. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or Proceeding with respect to an Indemnifiable Matter which may give rise to a claim for a Loss Losses under this Article VIII8 (a “Third Party Claim”), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party ClaimClaim setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the actual out-of-pocket Loss or the anticipated Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if known and quantifiable, and (iv) a copy of any correspondence or notice received from the relevant third party and all material written evidence of the Loss; provided, however, that the failure to provide such notice shall not release so notify the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than its obligations under this Article VIII8, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have the right, at its option, by written notice given to the Indemnified Party not later than thirty (30) days after receipt of the Breach Notice, to assume the entire control of the defense, compromise or settlement of the Third Party Claim, and shall be entitled to appoint a recognized and reputable counsel to be the lead counsel in connection with such defense that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify assume the Indemnified Party hereunder against any Losses that may result from such defense of a Third Party Claim, then : (i) the Indemnifying Party shall be entitled to assume diligently and control the defense of in good faith defend such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to shall keep the Indemnified Party within five (5) days reasonably informed of the receipt of notice from the Indemnified Party status of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, defense; (ii) the Indemnified Party shall cooperate with the Indemnifying Party in any such defense defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Party shall make available to the Indemnifying Party, Party all information and documents related to such Third Party Claim; and (iii) the Indemnified Party (A) may participate in such defense and retain one law firm reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials expense if the Indemnified Party has been advised by outside legal counsel that there exists a conflict of interest between the Indemnifying Party and information the Indemnified Party or that there are one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or (B) may participate in such defense at the Indemnified Party’s possession or under expense in all other circumstances. Notwithstanding anything to the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, contrary in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimthis Section 8.3, the Indemnifying Party shall cooperate with not be entitled to assume or conduct the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third of any Third-Party Claim may be settled by the Indemnifying Party (without the prior written consent of the Indemnified Party, in its sole discretion) if (i) such Third-Party Claim relates to or arises in connection with any criminal action, subpoena, criminal investigative demand, criminal investigation or criminal proceeding of a Governmental Body, (ii) such Third-Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to defend in good faith such Third-Party Claim, (iv) the assumption of the defense of the Third-Party Claim would, in the good faith judgment of the Indemnified Party, give rise to conflicts of interest, (v) the assumption of the defense of the Third-Party Claim would have, in the good faith judgment of the Indemnified Party, a material adverse effect on the business relationship between the Indemnified Party and any Persons with whom it has material business dealings, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party’s counsel is not reasonably satisfactory to the Indemnified Party, or (viii) the Indemnifying Party has not agreed and acknowledged in writing for the benefit of the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such Third-Party Claim, subject to the limitations set forth in this Article 8. If the Indemnifying Party (i) does not elect to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) after assuming the defense of a Third-Party Claim, fails to take steps necessary to defend diligently such Third-Party Claim or (iii) is not entitled to defend the Indemnified Party against a Third-Party Claim pursuant to the first sentence of this Section 8.3, the Indemnified Party shall have the right, but not the obligation to, assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim (including the payment of the reasonable fees and expenses of the Indemnified Party’s counsel by the Indemnifying Party) shall not be adversely affected by assuming the defense of such Third-Party Claim. If the Indemnified Party conducts the defense of any Third-Party Claim, the amount to be paid by the Indemnified Party in the settlement or compromise of such Third-Party Claim without the prior consent of the Indemnifying Party to such payment amount shall not be deemed determinative of the amount of the indemnification payment owed by the Indemnifying Party to the Indemnified Party. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party so long as (i) such settlement or judgment involves monetary damages only which are indemnifiable in full by the Indemnifying Party and such Indemnifying Party has funded the payment of such monetary damages in full, (ii) a term of the settlement or judgment is that the Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability with respect to such claim and (iii) such settlement does not include any statement or admission of fact regarding culpability of, or failure to act by or on behalf of, the Indemnified Party; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim in accordance with this Section 8.3, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party. Notwithstanding the foregoing, in no event shall the Indemnifying Party be required to assume any liability in excess of the limitations set forth in this Agreement.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIParty. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice to the Indemnified Party of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Partyso. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense, subject to the control of the defense and settlement of the claim by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available on a reasonable basis to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. The Indemnifying Party shall not settle such claim unless as part of such settlement there is a complete release of the Indemnified Party in respect thereof and the settlement does not impose material non-financial obligations on the Indemnified Party. If the Indemnifying Party does not elect to assume control of a claim, and the Indemnified Party is permitted to and does assume the defense of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceedings prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding, and in any case the Indemnified Party in may not settle such defense and make available to claim without the Indemnified Party, at consent of the Indemnifying Party’s expense, all such witnesseswhich consent shall not be unreasonably withheld, records, materials and information in the Indemnifying Party’s possession conditioned or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partydelayed.

Notice of Loss; Third Party Claims. (a) An (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Such notice shall be made, or caused to be made, promptly by the Indemnified Party and shall give include the Indemnifying Party notice facts constituting the basis for such claim for indemnification, the Sections of any matter that this Agreement upon which such claim for indemnification is then based and an Indemnified Party has determined has given or could give rise to a right estimate, if possible, of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of Losses suffered or reasonably expected to be suffered by the LossIndemnified Party; provided, if knownthat the failure to give such notification or any deficiency in such notification will not relieve such Indemnifying Party from any obligation under this Article 8, and method of computation thereof, and containing a reference except (i) to the provisions of this Agreement extent such failure to give such notification or any deficiency in respect of which such right of indemnification is claimed notification actually and materially prejudices such Indemnifying Party or arises(ii) as provided in Section 8.3. (b) If In the event of any instituted or asserted Third Party Claim against an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeParty, the Indemnified Party shall give promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by the provisions of Section 8.1(a) or Section 8.1(b), as applicable, to be forwarded to the Indemnifying Party. The failure to give such notification or any deficiency in such notification will not relieve such Indemnifying Party notice of from any obligation under this Article 8, except (i) to the extent such failure to give such notification or any deficiency in such notification actually and materially prejudices such Indemnifying Party or (ii) as provided in Section 8.3. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party ClaimClaim which relates to any Losses indemnified by it hereunder, subject to the provisions below; provided, however, that the failure Indemnifying Party may not assume control of defense to provide such a Third Party Claim (i) unless it provides written notice shall not release within twenty (20) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure elects to assume the defense and shall not relieve that the Indemnifying Party from will be liable to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim, (ii) in which equitable relief other than monetary damages is sought, (iii) if such Third Party Claim is brought by a Governmental Entity or is otherwise related to or arises in connection with any other obligation FDA, tax or liability criminal or regulatory enforcement matter, (iv) if the Indemnified Party has been advised in writing by outside counsel that it may have a legal conflict exists between the Indemnified Party and the Indemnifying Party in connection with conducting the defense of the Third Party Claim, or (v) the Indemnifying Party fails to diligently and in good faith conduct the defense of the Third Party Claim. (c) If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party otherwise than under this Article VIIIof its intent to do so. If the Indemnifying Party acknowledges in writing its obligation elects not to indemnify defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, or is not permitted to assume the defense of a Third Party Claim pursuant to the proviso to the third sentence of Section 8.2(b), the Indemnified Party hereunder against any Losses that may result from defend against, negotiate, settle or otherwise deal with such Third Party Claim, then subject to the provisions below. If the Indemnifying Party shall be entitled assume the defense of any Third Party Claim pursuant to assume and control the terms of this Agreement, the Indemnified Party may participate, at its own expense, in the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention Claim. The Parties agree to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with each other in connection with the Indemnifying Party in such defense and make available to the Indemnifying Partydefense, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 8.2 to the contrary, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partynot, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless (1) the claimant provides to the Indemnified Party a full and unqualified release of the Indemnified Parties and their respective Affiliates and Representatives from all liability in respect of such Third Party Claim, (2) such settlement does not involve any injunctive relief binding upon the Indemnified Party or any of its Affiliates or Representatives, (3) such settlement does not create an Encumbrance upon any of the assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and (4) such settlement does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates or Representatives. (d) In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 8.2, the Indemnifying Party will (i) advance the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ and experts’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article 8.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a eCivis Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this Article 7, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 7 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter that an such Indemnifiable Matter which the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement, Agreement within thirty (30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 7, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have thirty (30) days after receipt of the Breach Notice to dispute the contents of the Breach Notice. If the Indemnified Party and method the Indemnifying Party are unable to resolve the disputes to the Breach Notice, if any, within thirty (30) days of computation thereofthe Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and containing a reference subject to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesAgreement. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or Proceeding with respect to an Indemnifiable Matter which may give rise to a claim for a Loss Losses under this Article VIII7 (a “Third Party Claim”), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release so notify the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than its obligations under this Article VIII7, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have the right, at its option, by written notice to the Indemnified Party, to assume the entire control of the defense, compromise or settlement of the Third Party Claim, and shall be entitled to appoint a recognized and reputable counsel to be the lead counsel in connection with such defense that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify assume the Indemnified Party hereunder against any Losses that may result from such defense of a Third Party Claim, then : (i) the Indemnifying Party shall be entitled to assume diligently and control the defense of in good faith defend such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to shall keep the Indemnified Party within five (5) days reasonably informed of the receipt of notice from the Indemnified Party status of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, defense; (ii) the Indemnified Party shall cooperate with the Indemnifying Party in any such defense defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Party shall make available to the Indemnifying Party, Party all information and documents related to such Third Party Claim; and (iii) the Indemnified Party (A) may participate in such defense and retain one law firm reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials expense if the Indemnified Party has been advised by outside legal counsel that there exists a conflict of interest between the Indemnifying Party and information the Indemnified Party or that there are one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or (B) may participate in such defense at the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, expense in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyother circumstances.

Notice of Loss; Third Party Claims. (a) An A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall give be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice of thereof, but in any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within event not later than thirty (30) days after the Indemnified Party becomes aware of such determinationDirect Claim. The failure to give such prompt written notice shall not, stating however, relieve the amount Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the LossLoss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its [***] = Certain confidential information contained in this document, if knownmarked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and method of computation thereof, whether and containing a reference to the provisions of this Agreement what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such right remedies as may be available to the Indemnified Party upon the terms and subject to the conditions of indemnification is claimed or arisesthis Agreement. (b) If an Indemnified In the event that any Action shall be instituted or that any claim or demand shall be asserted by any Third Party shall receive notice in respect of any Action, audit, demand which payment may be sought under Section 7.02 or assessment Section 7.03 hereof (regardless of the limitations set forth in Section 7.04) (each, a “Third Party Claim”) against ), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder; provided, however, that the Indemnifying Party may give rise not assume control of defense to a claim for Third Party Claim (i) involving criminal liability or in which equitable relief other than monetary damages is sought, (ii) involving a Loss under this Article VIIIpurported class action, (iii) if the Indemnifying Party has not notified the Indemnified Party in writing that it will be liable to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim subject to the limitations of Section 7.04 or (iv) if the Third Party Claim relates to Taxes or to the Licensed IP. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within thirty (30) days (or sooner, if the nature of the receipt Third Party Claim so requires) notify the Indemnified Party of such noticeits intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, or is not permitted to assume the defense of a Third Party Claim pursuant to the proviso to the third sentence of this Section 7.05(b), the Indemnified Party shall give may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the provisions below. If the Indemnifying Party notice shall assume the defense of any Third Party Claim pursuant to the terms of this Agreement, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of outside counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both or potential conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; and provided, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredfurther, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right shall not be required to undertake pay for more than one such counsel for all Indemnified Parties in connection with any such defense against any such Third Party Claim as provided above[***] = Certain confidential information contained in this document, the Indemnified Party shall cooperate marked by brackets, has been omitted and filed separately with the Indemnifying Party in such defense Securities and make available Exchange Commission. Confidential treatment has been requested with respect to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyomitted portions.

Notice of Loss; Third Party Claims. (a) An In order to make a claim for indemnification hereunder, an Indemnified Party shall give the Indemnifying Party notice of any the matter that which an Indemnified Party has determined has given or could give gives rise to a right of indemnification under this Agreement, which notice shall describe the claim in reasonable detail. The Indemnifying Party shall notify the Indemnified Party within thirty (30) 30 days following its receipt of such determinationnotice whether the Indemnifying Party disputes its liability to the Indemnified Party under Section 9.02 or 9.03, stating as applicable. If the Indemnifying Party does not dispute its liability, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under such section and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the LossLoss (or any portion thereof) is estimated, if known, and method on such later date when the amount of computation such Loss (or portion thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises) becomes finally determined. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment Action (each, a “Third Party Claim”) commenced against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially shall have actually been prejudiced by as a result of such failure and shall not relieve the failure. The Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party (i) shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice (reasonably acceptable to the Indemnified Party) if (x) it gives provides an irrevocable notice of its intention to do so and acknowledges in writing its obligation to indemnify the Indemnified Party hereunder for all Losses (including Losses incurred prior to the exercise of its rights under this Section 9.05(b) that may result from such Third Party Claim) within five (5) 60 days of the receipt of notice from the Indemnified Party (but in any event prior to the commencement of trial), (y) in the case of a Third Party Claim against a Purchaser Indemnified Party, the settlement of, or an adverse judgment with respect to, the Third Party Claim could not reasonably be expected to have a material and adverse effect on the Business or the Companies or the Company Subsidiaries and (z) no equitable remedy is sought as a primary remedy under such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the . The Indemnifying Party, then the Indemnified Party shall be entitled assume the defense of all Third Party Claims with respect to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredRetained Litigation, at the its expense and with counsel of the Indemnifying Partyits choice. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveother than the Retained Litigation, the Indemnified Party may participate in such defense and employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense (except that if the named parties to such action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that representation of both parties by the same counsel, or conduct by the Indemnifying Party of the defense of the Indemnified Party, would be inappropriate due to a conflict of interests between the Indemnifying Party and the Indemnified Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, to separate counsel of its own choosing). In no event shall any Indemnified Party be entitled to separate counsel in connection with, or to participate in, any Retained Litigation. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding other than a Retained Litigation, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment (which consent shall not be unreasonably withheld) or unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. No Indemnified Party shall pay or permit to be paid any part of a Third Party Claim relating to Retained Litigation without the consent of the Indemnifying Party, unless the failure to do so would be in violation of any applicable Law or Governmental Order. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned if the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties, contains a full and complete release in favor of all Indemnified Parties and no admission of wrongdoing on their part and, in the case of a Third Party Claim against a Purchaser Indemnified Party, could not reasonably be expected to have a material and adverse effect on the Business or the Companies or the Company Subsidiaries. If the Indemnifying Party refuses or fails to assume the defense of any such claims or proceeding pursuant to this Section 9.05, the Indemnifying Party may nevertheless participate in such defense and employ counsel at its own expense, separate from the counsel employed by the Indemnified Party. The Indemnified Party shall cooperate with the Indemnified Indemnifying Party in such defense and make available to the Indemnified Party, Indemnifying Party (at the Indemnifying Party’s expense, ) all such witnesses, pertinent records, materials and information in the Indemnifying Party’s Indemnified Parties’ possession or under the Indemnifying Indemnified Party’s control relating thereto as is reasonably required by the Indemnified Indemnifying Party. No However, the Indemnified Party shall control the defense and shall have the right to contest, settle or otherwise dispose of such Third Party Claim may be settled by in the exercise of its reasonable discretion; provided, however, that following such time as the Indemnifying Party irrevocably acknowledges in writing its obligation to indemnify the Indemnified Party hereunder for all Losses (including Losses incurred prior to the delivery of such acknowledgment) that may result from such Third Party Claim, the Indemnified Party shall not have the right to settle or otherwise dispose of (other than through the applicable court or administrative proceedings) such Third Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (other than any Retained Litigation) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party as a primary remedy. If the Indemnifying Party makes any payment on any indemnification claim under this Article IX, including any Retained Litigation or other Third Party Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified PartyParty to any claims or rights of the Indemnified Party (other than any claims or rights with respect to insurance or insurance benefits) with respect to such claim.

Notice of Loss; Third Party Claims. (a) For purposes of this Section 9.03, a party against which an indemnification claim may be sought is referred to as the "Indemnifying Party" and the party that may be entitled to be indemnified is referred to as the "Indemnified Party". For purposes of the procedures in Sections 9.03(b) and (c), Indemnifying Party shall mean the Shareholder Representative if an indemnification claim is sought pursuant to Section 9.02. (b) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification or to be held harmless under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, thereof and containing a reference to the provisions of this Agreement in respect of which such right of indemnification or to be held harmless is claimed or arises. (bc) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “"Third Party Claim”") against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII Principal Company Shareholders, except to the extent that the Indemnifying Party is Principal Company Shareholders are materially prejudiced by such failure and shall not relieve the Indemnifying Party Principal Company Shareholders, from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its the expense of the Principal Company Shareholders, and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying PartyPrincipal Company Shareholders. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expenseexpense of the Principal Company Shareholders, all witnesses, pertinent records, materials and information relating thereto in the Indemnified Party’s possession of or under the Indemnified Party’s 's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party Principal Company Shareholders shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expenseexpense of the Principal Company Shareholders, all such witnesses, records, materials and information relating thereto in the Indemnifying Party’s possession of or under the Indemnifying Party’s control relating thereto of the Principal Company Shareholders, as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

Notice of Loss; Third Party Claims. (a) An A party indemnified under this Agreement or any Ancillary Agreement, or asserting a right to indemnification under Applicable Law in relation to this Agreement or any Ancillary Agreement (the “Indemnified Party Party”) shall give written notice to the party against which it is asserting such right to indemnification (the “Indemnifying Party notice Party”) of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of Claim, Loss or Liability asserted or threatened against the LossIndemnified Party and, if known, amount or estimate and method of computation thereof, and containing a Note: [*] indicates material that has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. reference to the provisions of this Agreement, the Ancillary Agreement or Applicable Law in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, Claim, Liability, audit, demand or assessment asserted, noticed or threatened against it by a third party (excluding any Indemnified Party), or which may give rise to a claim for Loss or indemnity under this Article 11 (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), the Indemnified Party shall, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII 11, except to the extent that the Indemnifying Party is materially prejudiced by such failure; however, in no event shall the failure and shall not to provide such notice relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIII. 11. (c) If the Indemnifying Party acknowledges in writing its unqualified and non-voidable obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its sole expense and assumption of full liability and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) ten days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. . (d) In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovein Section 11.5(c), the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make reasonably available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party. Note: [*] indicates material that has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (e) Notwithstanding any provision of this Section 11.5 to the contrary, in the event of any Third Party Claim in respect of which 49% indemnity may be sought against the Seller under Section 11.3, the Purchaser shall be entitled to participate in the defense of any such Third Party Claim, and shall be entitled to jointly appoint counsel for such defense. If the Purchaser elects not to participate in the defense of such Third Party Claim, then the Seller shall be entitled to assume and control such defense through counsel of its choice, provided the Seller shall thereafter keep the Purchaser reasonably informed with respect thereto, and shall obtain the prior written consent of the Purchaser before entering into any settlement of such Third Party Claim. The fees and expenses incurred in conducting the defense of any Third Party Claim under this Section 11.5(e) shall be paid 49% by the Seller and 51% by the Purchaser.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) calendar days of such determination, describing the nature of the claim and all relevant facts and circumstances relating thereto (to the extent then known), including copies of all notices and documents received by the Indemnified Party related thereto, and stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII 8 except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure and shall not relieve the Indemnifying Party from failure. (b) If an indemnification claim notified pursuant to Section 8.05(a) arises out of any other obligation Action, audit, demand or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third assessment by a third party (each, a “Third-Party Claim”), then the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim, at its expense, and, if it so elects, to assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) calendar days of the receipt of the relevant claim notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall not be entitled to retain its own counsel in each jurisdiction for which control the Indemnified defense of such Third-Party determines counsel Claim if such Third-Party Claim (i) is required, at the expense brought by a material customer of the Indemnifying PartyBusiness or the Purchaser or (ii) seeks injunctive relief. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such Third a Third-Party Claim as provided abovethe Indemnified Party may participate in such defense at its own expense; provided, however, that the Indemnifying Party shall be liable for such reasonable legal expenses if (A) the Third-Party Claim relates to or arises in connection with any criminal Action or (B) the Indemnifying Party has failed or is failing to prosecute and defend vigorously the Third-Party Claim. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expensewithout expense (other than reimbursement of reasonable and documented out-of-pocket expenses), on a mutually convenient basis, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding in accordance with this Section 8.05, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third-Party Claim unless the Indemnifying Party consents in writing to such payment (which consent shall not be unreasonably withheld, conditioned or delayed) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third-Party Claim. If the Indemnifying Party elects not to assume the defense against of any such Third claims or proceeding pursuant to this Section 8.05, and the Indemnified Party Claimproposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, and the Indemnifying Party shall have the right to participate in the settlement, or assume or reassume, the defense of such claims or proceeding. (c) The Indemnified Party shall not settle any matter relating to a Third-Party Claim or make an admission of fact with a comparable effect without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Conversely, in exercising its right of control in accordance with Section 8.05(b), the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third not settle a Third-Party Claim may be settled by the Indemnifying Party or admit a fact with a comparable effect without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, conditioned or delayed), except if and to the extent (i) such settlement solely requires payment of monetary relief, which the Indemnifying Party agrees to pay in full and (ii) the Indemnifying Party acknowledges its responsibility under this Agreement for the ensuing Losses, or such settlement provides for the unconditional release of the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim. (d) If the Indemnifying Party does not assume control of the defense of such claim as provided in this Section 8.05 or, after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnified Party shall have the right to defend such Third-Party Claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party (other than during any period in which the Indemnified Party shall have failed to give notice of the Third-Party Claim as provided above), and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 8.05; provided that the Indemnifying Party may participate in such defense at its sole expense.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment made by any Person who is not a party to this Agreement (each, a “Third Third-Party Claim”) against it or which may give rise to a claim for a Loss Losses under this Article VIIIIX, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Third-Party Claim; provided, however, that the failure to provide such notice notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any the Indemnified Party or otherwise than under pursuant to this Article VIIIArticle. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Third-Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice and reasonably satisfactory to the Indemnified Party, if it gives notice of its intention to do so to the Indemnified Party within five fifteen (515) days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party timely elects to assume the defense of such Third any Third-Party Claim, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Indemnifying Party and the counsel for the Indemnifying PartyParty concurs with such assertion (which concurrence shall not be unreasonably withheld or delayed), then the Indemnified Party shall be entitled to retain its own separate counsel (but no more than one (1) outside counsel, plus local counsel in each jurisdiction for which where such counsel is reasonably required). The Indemnifying Party shall reimburse the Indemnified Party determines for the reasonable fees and expenses of such counsel, to the extent such fees and expenses are incurred solely in connection with the matters with respect to which counsel is required, at the expense of to the Indemnifying PartyParty agrees there is conflict of interest. In the event that the Indemnifying Party exercises the right to undertake the defense of any such defense against any such Third Third-Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required requested by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not settle such claim or proceeding, directly unless the Indemnifying Party consents in writing to such settlement. If the Indemnifying Party fails to defend, or indirectlyif, conducting after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from the defense against any such Third of the Third-Party Claim, the Indemnifying Indemnified Party shall cooperate with have the Indemnified Party in such right to undertake the defense and make available to the Indemnified Partyor settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of any Third-Party Claim and proposes to settle such claim prior to a final judgment thereon or to forego appeal with respect thereto, all such witnesses, records, materials then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and information the Indemnifying Party shall have the right to participate in the Indemnifying Party’s possession settlement or under assume or reassume the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Partydefense of such Third-Party Claim. No such Third Third-Party Claim may be paid or settled by the Indemnifying Indemnified Party without the prior written consent of the Indemnifying Party. If the Indemnifying Party assumes or reassumes the defense of any Third-Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which may be withheld in the Indemnified Party.’s sole discretion), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing by the Indemnified Party or any of its Affiliates, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party and its Affiliates from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld).

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty fifteen (3015) days of such determinationbecoming aware of the matter giving rise thereto, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.. 44 SV\1617695.10 (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty fifteen (3015) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party ClaimClaim (a “Claim Notice”); provided, however, that the failure to provide such notice a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially actually prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the receipt of notice a Claim Notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, (at the expense of the Indemnifying Partyits expense). In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, Party all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control Control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, unless (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. (c) Subject to the other provisions of this Article IX, a claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the Party from whom indemnification is sought within fifteen (15) days of the Indemnified Party becoming aware of the matter giving rise to such claim; such notice describing in reasonable detail the nature of the claim, the amount of the claim or a reasonably detailed estimate thereof, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Subject to Section 9.01, failure to timely provide such notice shall not affect the right of the Indemnified Party’s indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Notice of Loss; Third Party Claims. (a) An During the period in which the indemnification obligations under this Article V are in effect, an Indemnified Party shall give the Indemnifying Party written notice of any matter that which an Indemnified Party has reasonably determined has given or could give rise to a right of indemnification under this Agreement, within thirty sixty (3060) days of such determination, stating the estimated amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article V except to the extent the Indemnifying Party shall be materially prejudiced thereby. (b) If an Indemnified Party shall receive notice of any Actionthird party claim, action, suit, arbitration, inquiry, proceeding, investigation audit, demand or assessment (each, a “"Third Party Claim”") against it or which may give rise to a claim for a Loss under this Article VIIIV, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party written notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII V except to the extent that the Indemnifying Party is materially prejudiced by such failure failure, and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. V. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if either: (x) the Indemnifying Party does not so assume such defense or (y) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction (up to one counsel for which the all Indemnified Party determines counsel is requiredParties), at the reasonable expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s 's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s 's possession or under the Indemnified Party’s 's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s 's expense, all such witnesses, records, materials and information in the Indemnifying Party’s 's possession or under the Indemnifying Party’s 's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld), unless such settlement contains a full release of such Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give promptly, and in any event within thirty (30) calendar days, or, in the Indemnifying Party notice case of any matter that an Third Party Claim, within ten (10) calendar days, after the Indemnified Party has in good faith determined that an event has given or could occurred that would be reasonably expected to give rise to a right of indemnification under this AgreementArticle VIII, within thirty notify the Indemnifying Party in writing of the matter that the Indemnified Party has in good faith determined gives rise or is reasonably expected to give rise to such right of indemnification under this Agreement (30) days of including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such determinationclaim being a “Third Party Claim”), stating the amount of the Loss, if known, and method of computation thereof, describing in reasonable detail the facts and circumstances with respect to such matter and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. arises (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party ClaimClaim Notice”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII with respect to Third Party Claims except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve failure. Anything in this Article VIII to the Indemnifying Party contrary notwithstanding, notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered before the expiration of the survival period, if any, for such representation, warranty, covenant or agreement as specified in Section 8.1 (the “Cut-off Date”) or, in any event, on or prior to Earnout Due Date. (b) At any time after the receipt of a Claim Notice from any other obligation or liability that it may have to any an Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation pursuant to indemnify the Indemnified Party hereunder against any Losses that may result from such Section 8.5(a) regarding a Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense with all expenses to be paid by the Indemnifying Party (solely, in the case of indemnification by the Selling Unit Holders, through the Purchaser’s right to set-off the Deferred Payment and Earnout Payment pursuant to and in accordance with the terms of this Article VIII) and through counsel of its choice (after consultation with the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within five (5) days of and the receipt of notice from proceeding or claim involves money damages and not an injunction or other equitable relief that could have an adverse effect on PinnOak or the Subsidiaries and the Indemnifying Party irrevocably acknowledges in writing its liability to the Indemnified Party under this Article VIII and agrees to indemnify the Indemnified Party in accordance with the terms of Article VIII; provided, however, that if the Indemnifying Party does not assume the defense of such Third Party Claim promptly but in no event later than twenty (20) days after its receipt of a Claim Notice with respect to such Third Party Claim, then the Indemnifying Party shall reimburse (solely, in the case of indemnification by the Selling Unit Holders, through the Purchaser’s right to set-off the Deferred Payment and Earnout Payment pursuant to and in accordance with the terms of this Article VIII) the Indemnified Party’s reasonable expenses incurred in the defense of such Third Party Claim prior to the date the Indemnifying Party ultimately does assume such defense; and provided, howeverfurther, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredcounsel, at the expense of the Indemnifying PartyParty (solely, in the case of indemnification by the Selling Unit Holders, through the Purchaser’s right to set-off the Deferred Payment and Earnout Payment pursuant to and in accordance with the terms of this Article VIII). In the event that If the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and defense. Whether or not the Indemnifying Party has exercised such right, the Indemnified Party shall make available to the Indemnifying Party, at the Indemnifying Party’s expenseexpense (solely, in the case of indemnification by the Selling Unit Holders, through the Purchaser’s right to set-off the Deferred Payment and Earnout Payment pursuant to and in accordance with the terms of this Article VIII), all witnesses, pertinent records, materials materials, and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required requested by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expenseexpense (solely, in the case of indemnification by the Selling Unit Holders, through the Purchaser’s right to set-off the Deferred Payment and Earnout Payment pursuant to and in accordance with the terms of this Article VIII), all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party; and in such event, the Indemnified Party shall consult with, and give due consideration to the advice of, the Indemnifying Party as may be reasonably requested by the Indemnifying Party regarding the defense of such Third Party Claim. Notwithstanding any other provision in this Article VIII, the Indemnifying Party shall not have the obligation to indemnify any Loss with respect to a Third Party Claim for which the Indemnified Party is conducting the defense if the Indemnified Party has failed to consult with the Indemnifying Party after the Indemnifying Party has requested, in writing, such consultation regarding such Third Party Claim. No such Third Party Claim may be settled by the Indemnifying Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, that, if the Indemnifying Party has not assumed the defense of a Third Party Claim, the Indemnifying Party may provide such consent under reservation of rights with respect to any obligation to indemnify the Indemnified PartyParty for any Losses resulting from such Third Party Claim.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the estimated amount of the LossLosses, if known, and method reasonable detail of computation the basis on which the amount was calculated thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. With respect to any claim for indemnification for any matter not involving a Third Party Claim, (i) the failure to provide notice of such claim shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure, (ii) in the event the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article VIII or the amount thereof, the claim specified by the Indemnified Party in such notice will be conclusively deemed a liability of the Indemnifying Party under this Article VIII, and the Indemnifying Party will pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined, and (iii) if the Indemnifying Party objects in writing to any claim or claims by an Indemnified Party made pursuant to this Section 8.06(a) within 30 days of receiving notice of such claim, then the parties shall attempt in good faith for a period of up 45 days to agree upon the rights of the respective parties with respect to the claim. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss Losses under this Article VIII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Indemnified Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so so, assuming full responsibility for any Losses resulting from such Third Party Claim (up to the respective aggregate liability amount for indemnification set forth herein), to the Indemnified Party within five (5) 15 days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that an Indemnifying Party will not be entitled to assume or control the defense of such Third Party Claim if there exists (i) such claim could result in criminal liability of, or equitable remedies against, the Indemnified Party; (ii) such claim does not solely seek and continue to solely seek monetary damages; (iii) such claim involves a customer, vendor or employee of the Indemnified Party; (iv) the Indemnified Party is a Purchaser Indemnified Party and Purchaser reasonably believes potential Losses related thereto, together with the costs of the defense of such Third Party Claim, could likely to exist a conflict of interest that would make it inappropriate exceed the amount remaining in the judgment Escrow Amount; or (v) the Indemnified Party reasonably believes that the interests of the Indemnifying Party and the Indemnified Party with respect to such claim are in conflict with one another, and as a result, the Indemnifying Party could not adequately represent the interests of the Indemnified Party in its sole and absolute discretion for such claim (the same counsel to represent both conditions set forth in clauses (i) through (v) are, collectively, the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party“Litigation Conditions”). In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects not to compromise or defend any Third Party Claim, in the event fails to promptly notify the Indemnified Party isin writing of its election to defend as provided in this Section 8.06(b) or if any of the Litigation Conditions come into existence, directly or indirectly, conducting then the Indemnified Party may control the defense (represented by counsel of its choice) and defend against any such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim, the . The Indemnifying Party shall cooperate have the right to receive copies of all pleadings, notices and communications with the Indemnified Party in such defense and make available respect to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by to the extent that receipt of such documents does not adversely affect any privilege relating to any Indemnified Party. (c) If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 8.06 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Neither the Indemnified Party nor the Indemnifying Party may settle any Third Party Claim without the prior written consent of the Indemnified Partyother party (which consent shall not be unreasonably withheld, conditioned or delayed).

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIVII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIVII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) fifteen days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of A claim for indemnification for any matter that an Indemnified not involving a Third Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference Claim may be asserted by written notice to the provisions of this Agreement in respect of which such right of party from whom indemnification is claimed or arisessought. (b) If an Indemnified Party In the event that any Action shall receive notice be instituted or asserted by any third party in respect of any Action, audit, demand which payment may be sought under Sections 9.2 or assessment 9.3 (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder; provided, however, that the Indemnifying Party may not assume control of defense to a Third Party Claim (i) involving any criminal proceeding, action, indictment, allegation or investigation, or in which relief other than monetary damages is sought, (ii) involving a purported class action, (iii) if the Indemnifying Party has not notified the Indemnified Party in writing that it will be liable to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim or (iv) if the Third Party Claim relates to Taxes or to the Company Intellectual Property; provided, further, that the Buyer shall control any Third Party Claim involving allegations of infringement of Intellectual Property. In addition, the Indemnifying Party may not maintain the defense of a Third Party Claim if it has failed to defend such Third Party Claim in good faith. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within 30 days of receipt of the notice from the Indemnified Party (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, or is not permitted to assume the defense of a Third Party Claim pursuant to the proviso to the third sentence of this Section 9.5(b), the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the provisions below. If the Indemnifying Party shall assume the defense of any Third Party Claim pursuant to the terms of this Agreement, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if (A) so requested by the Indemnifying Party to participate or (B) in the reasonable opinion of outside counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both or potential conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; and provided, then further, that the Indemnified Indemnifying Party shall not be entitled required to retain its own pay for more than one such counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. (plus any appropriate local 112 (c) In the event that the Indemnifying Indemnified Party exercises conducts the right to undertake any such defense against any such of the Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available pursuant to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimthis Section 9.5, the Indemnifying Party shall cooperate with will (i) advance the Indemnified Party in such defense promptly and make available to periodically for the Indemnified Party, at reasonable costs of defending against the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may be settled incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Indemnifying Third Party without Claim to the prior written consent of the Indemnified Partyfullest extent provided in this ARTICLE 9.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the party from whom indemnification is sought (the “Indemnifying Party Party”) notice of any matter that an Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this AgreementAgreement (a “Claim”), within thirty (30) days in accordance with Section 10.05(b), stating the nature and basis of such determinationClaim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an A claim for indemnification for any matter not involving a third-party claim shall be asserted by notice to the Indemnifying Party as promptly as practicable and in any event within sixty (60) days of the date that the Indemnified Party shall receive becomes actually aware that such matter is subject to indemnification hereunder; provided, however, that, any failure of the Indemnified Party to give notice of such claim within such time period shall not release, waive or otherwise affect the Indemnifying Party’s obligations under this ARTICLE X with respect thereto unless the Indemnifying Party actually forfeits material rights or defenses as a result of such failure. In the event that any ActionAction is instituted or asserted by any third party in respect of which payment may be sought under Section 10.02 or Section 10.03 (regardless of the limitations set forth in Section 10.04(a), auditSection 10.04(b), demand or assessment and Section 10.04(c)) (each, a “Third Party Claim”) against it ), the Indemnified Party shall promptly give written notice (following the date on which such Indemnified Party gains actual knowledge of a fact, circumstance or which may conduct that could give rise to a claim for a Loss Third Party Claim hereunder) of the assertion of any Third Party Claim to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations under this Article VIIIARTICLE X with respect thereto unless the Indemnifying Party actually forfeits material rights or defenses as a result of such failure. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with any Third Party Claim (other than any Excluded Claims) that relates to any Losses indemnified by it hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified by it hereunder, it shall within thirty (30) days notify in writing the Indemnified Party of its intent to do so and agree in writing to assume the Third Party Claim and to be fully responsible for any and all Losses related thereto or arising therefrom to the extent indemnified under this ARTICLE X. Notwithstanding the foregoing in this ARTICLE X the Indemnifying Party shall not be entitled to assume the defense and control of such Third Party Claim, and if the Indemnifying Party has assumed the defense and control of such Third Party Claim, shall cease to defend and control, any of the receipt following Third Party Claims (each, an “Excluded Claim”): (i) that include any criminal charges against any Indemnified Party, including any investigation by a Governmental Authority (including any civil investigative demand or “qui tam” action); (ii) that involve any injunctive relief or equitable remedy against any Indemnified Party; (iii) in which the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Party (or any Affiliate thereof) and the Indemnified Party (or any Affiliate thereof) and representation of such noticeboth sets of parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them; or (iv) in any circumstance where the insurer under the R&W Policy has elected to assume or control the defense or settlement of the Third Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified by it hereunder, the Indemnified Party shall give may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnifying Party notice assumes the defense of any Third Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if in upon the written advice of legal counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; providedParty, however, that if there a legal conflict or potential conflict exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation reasonably necessary; and provided, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right shall not be required to undertake pay for more than one such counsel (plus appropriate local counsel for one jurisdiction) for all Indemnified Parties in connection with any such defense against any such Third Party Claim as provided above, the Indemnified Party shall Claim. The parties agree to reasonably cooperate in connection with the Indemnifying Party in such defense and make available to the Indemnifying Partydefense, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 10.05 to the contrary, neither the Indemnifying Party shall cooperate with nor the Indemnified Party shall, without the written consent of the other party, (A) settle or compromise, or attempt to settle or compromise, any Third Party Claim or (B) permit a default under or consent to entry of any judgment, provided in each case, that the Indemnifying Party may do so if (x) the claimant provides to the Indemnified Party an unqualified release from all potential liability in respect of the Third Party Claim, (y) the Third Party Claim involves no relief other than monetary damages that are paid in full by the Indemnifying Party and (z) the settlement or compromise does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or its Affiliates. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third-party claimant, and the Indemnifying Party notifies the Indemnified Party in such defense and make available to the Indemnified Party, at writing of the Indemnifying Party’s expensewillingness to accept the settlement offer and, all subject to the applicable limitations of Section 10.04(a), Section 10.04(b), and Section 10.04(c), pay the amount called for by such witnessesoffer, recordsand the Indemnified Party declines to accept such offer, materials and information in the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party’s possession or under , and the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No amount of any ultimate liability with respect to such Third Party Claim may be settled by that the Indemnifying Party without has an obligation to pay hereunder shall, be limited to the prior written consent lesser of (1) the amount of the settlement offer that the Indemnified Party declined to accept or (2) the aggregate Losses of the Indemnified PartyParty with respect to such Third Party Claim.

Notice of Loss; Third Party Claims. (a) An Indemnified Party The Surviving Parent Company shall give the Indemnifying Party Shareholder notice (a “Breach Notice”) of any matter that an Indemnified Indemnifiable Matter (other than a Third Party Claim) which the Surviving Parent Company has determined determined, upon the unanimous vote of the independent directors of the Surviving Parent Company, has given or could would give rise to a right of indemnification under this Agreement, Agreement within thirty (30) 30 days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty or covenant alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iv) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance. The Shareholder shall have 90 days after receipt of the Breach Notice to dispute the contents of the Breach Notice. If the Shareholder and the Surviving Parent Company are unable to resolve the disputes to the Breach Notice, if knownany, and method within 90 days of computation thereofthe Shareholder’s receipt of the Breach Notice, and containing a reference to the provisions of this Agreement parties will resolve the dispute in respect of which such right of indemnification is claimed or arisesaccordance with Section 10.07. (b) If an Indemnified Party shall receive the Surviving Parent Company receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or Action with respect to an Indemnifiable Matter which may give rise to a claim for a Loss Losses under this Article VIIIVIII (a “Third Party Claim”), within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall Surviving Parent Company shall, upon unanimous vote of the independent directors of the Surviving Parent Company, give the Indemnifying Party Shareholder notice of such Third Party Claim; provided, provided however, that the failure to provide such notice shall so notify the Shareholder will not release relieve the Indemnifying Party Shareholder from any of its obligations under this Article VIII VIII, except to the extent that the Indemnifying Party is materially prejudiced by such failure shall have (i) adversely affected the ability of the Shareholder to defend against or reduce his or the Surviving Parent Company’s liability or (ii) caused or increased such liability or otherwise caused the Indemnifiable Losses for which the Shareholder is obligated to be greater than such Indemnifiable Losses would have been had the Surviving Parent Company given the Shareholder prompt notice hereunder. The Shareholder shall have the right, at his option (subject to the limitations set forth in Section 8.02(c) below), by written notice to the Surviving Parent Company, to assume the entire control of, subject to the right of the Surviving Parent Company to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Third Party Claim, and shall not relieve be entitled to appoint a recognized and reputable counsel to be the Indemnifying lead counsel in connection with such defense; provided that the Shareholder’s assumption of the defense of a Third Party from any other obligation or Claim will not, vis-à-vis the Surviving Parent Company, constitute acceptance of liability that it may have to any Indemnified Party otherwise than the Surviving Parent Company under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation Shareholder elects to indemnify assume the Indemnified Party hereunder against any Losses that may result from such defense of a Third Party Claim, then : (i) the Indemnifying Party Shareholder shall be entitled to assume diligently and control the defense of in good faith defend such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to shall keep the Indemnified Party within five (5) days Surviving Parent Company reasonably informed of the receipt of notice from the Indemnified Party status of such Third Party Claimdefense; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment case of any settlement providing for remedies which are not merely incidental to a primary damage claim or claims for monetary damages, the Indemnified Party Surviving Parent Company shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned; and (ii) the Surviving Parent Company shall cooperate fully in its sole and absolute discretion for all respects with the same counsel to represent both Shareholder in any such defense, compromise or settlement thereof, including, without limitation, the Indemnified Party selection of counsel, and the Indemnifying Party, then Surviving Parent Company shall make available to the Indemnified Shareholder all information and documents related to such Third Party Claim. The Shareholder shall not be entitled to retain assume control of such defense if the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the Surviving Parent Company, or the Third Party Claim seeks an injunction or equitable relief against the Surviving Parent Company which is not merely incidental to a primary damage claim or claims for monetary damages. If the Shareholder fails to defend such Third Party Claim in good faith within sixty (60) days after receiving a notice of a Third Party Claim, the Surviving Parent Company, at its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredcost and expense, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises will (upon further written notice) have the right to undertake any such defense against any the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided abovethat the Shareholder shall have the right to approve any settlement, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available which approval will not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the Indemnifying Partycontrary contained herein, at neither the Indemnifying Party’s expenseShareholder nor the Surviving Parent Company shall, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyother (which consent will not be unreasonably withheld, conditioned or delayed), settle or compromise any action or consent to the entry of any judgment which does not include a full and unconditional release from all liability and obligation in respect of such action without any payment by the non-defending party. Unless the Shareholder has consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss. (c) Notwithstanding anything to the contrary contained herein, the Surviving Parent Company shall advance to or pay on behalf of the Shareholder the reasonable out-of-pocket costs and expenses incurred by the Shareholder in connection with the defense of any alleged Indemnifiable Matter asserted by the Surviving Parent Company, including reasonable attorneys fees; provided however, if it is finally determined by a court of competent jurisdiction that the Shareholder is liable for Indemnifiable Losses related to any such Indemnifiable Matter, the advances to or payments made on behalf of the Shareholder shall count towards the aggregate Indemnifiable Losses incurred by the Surviving Parent Company in connection with such Indemnifiable Matter.

Notice of Loss; Third Party Claims. (a) An Other than with respect to any Third Party Claim that is provided for in Section 9.5(b), an Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementArticle IX, within thirty forty-five (3045) days of such determination; provided, stating however, that the amount failure to provide such notice shall not release the Indemnifying Party from any of the Loss, if known, and method of computation thereof, and containing a reference its obligations under this Article IX except to the provisions of this Agreement in respect of which extent that the Indemnifying Party is materially prejudiced by such right of indemnification is claimed or arisesfailure. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it that may give rise to a claim for Losses under this Article IX (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled entitled, to the extent permitted by applicable Law, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice choice, if it promptly (at least ten (10) days before a response to such Third Party Claim is due) gives notice of its intention to do so to the Indemnified Party, and if it so elects, the Indemnifying Party within five (5) days of the receipt of notice from shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, but the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party ClaimClaim with its own counsel and at its own expense; provided, however, that the Indemnifying Party shall not be entitled to assume and control the defense of a Third Party Claim brought by or involving a Governmental Authority or Self-Regulatory Organization (provided that (i) the Indemnified Party shall, to the extent practicable, consult with the Indemnifying Party with respect to such defense of a Third Party Claim which is indemnifiable hereunder brought by or involving a Governmental Authority or Self-Regulatory Organization, (ii) the Indemnified Party shall not settle or compromise or enter into any judgment relating to, or pay or permit to pay, any such Third Party Claim, without the prior written consent of the Indemnifying Party, and (iii) if the Indemnifying Party shall have admitted that it has a duty to fully indemnify any Indemnified Party with respect to a Third Party Claim pursuant to this Article IX and such Indemnifying Party has requested the Indemnified Party take over the defense and such Indemnified Party does elect to assume the defense of such Third Party Claim, such Indemnified Party shall use diligent and good faith efforts in its defense of such Third Party Claim. (c) Notwithstanding the foregoing, if the actual or potential defendants in, or targets of, such Third Party Claim include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that there are or are reasonably likely to be legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there exists or is reasonably likely to exist a conflict of interest interest, in either case that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel participate in each jurisdiction for which the defense of such Third Party Claim; provided that the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any shall use diligent and good faith efforts in such defense against any such Third Party Claim as provided above, the defense. (d) The Indemnified Party shall cooperate with the Indemnifying Party in such the defense and settlement of any Third Party Claim which is indemnifiable hereunder and make available to the Indemnifying Party, at the Indemnifying Party’s expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly. (e) If the Indemnifying Party does not assume control over the defense of any Third Party Claim which is indemnifiable hereunder as provided in Section 9.5(b), in the event then the Indemnified Party is, directly or indirectly, conducting shall have the defense against any right to defend such Third Party Claim, and the portion of any such Third Party Claim as to which the defense by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be a liability of the Indemnifying Party hereunder; provided that if the Indemnifying Party shall cooperate have admitted that it has a duty to fully indemnify any Indemnified Party with respect to a Third Party Claim pursuant to this Article IX and such Indemnifying Party has requested the Indemnified Party in such take over the defense and make available such Indemnified Party does elect to assume the defense of such Third Party Claim, such Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials Party shall use diligent and information good faith efforts in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No its defense of such Third Party Claim may be settled by the Indemnifying and not settle or compromise such Third Party Claim without obtaining the prior written consent of the Indemnifying Party. The Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party has been entered against the Indemnified Party for such Third Party Claim. (f) The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim of which it has assumed control as provided in Section 9.5(b), without the consent of any Indemnified Party; provided that the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment, (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s businesses, (iii) obtain, as a condition of any settlement or judgment or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim, and (iv) ensure that such settlement or judgment does not include any admission of wrongdoing or misconduct.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a OC Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this Article 7, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 7 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter that an such Indemnifiable Matter which the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement, Agreement within thirty (30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 7, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have thirty (30) days after receipt of the Breach Notice to dispute the contents of the Breach Notice. If the Indemnified Party and method the Indemnifying Party are unable to resolve the disputes to the Breach Notice, if any, within thirty (30) days of computation thereofthe Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and containing a reference subject to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesAgreement. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or Proceeding with respect to an Indemnifiable Matter which may give rise to a claim for a Loss Losses under this Article VIII7 (a “Third Party Claim”), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release so notify the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than its obligations under this Article VIII7, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have the right, at its option, by written notice to the Indemnified Party, to assume the entire control of the defense, compromise or settlement of the Third Party Claim, and shall be entitled to appoint a recognized and reputable counsel to be the lead counsel in connection with such defense that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify assume the Indemnified Party hereunder against any Losses that may result from such defense of a Third Party Claim, then : (i) the Indemnifying Party shall be entitled to assume diligently and control the defense of in good faith defend such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to shall keep the Indemnified Party within five (5) days reasonably informed of the receipt of notice from the Indemnified Party status of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, defense; (ii) the Indemnified Party shall cooperate with the Indemnifying Party in any such defense defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Party shall make available to the Indemnifying Party, Party all information and documents related to such Third Party Claim; and (iii) the Indemnified Party (A) may participate in such defense and retain one law firm reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials expense if the Indemnified Party has been advised by outside legal counsel that there exists a conflict of interest between the Indemnifying Party and information the Indemnified Party or that there are one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or (B) may participate in such defense at the Indemnified Party’s possession or under expense in all other circumstances. Notwithstanding anything to the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, contrary in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimthis Section 7.3, the Indemnifying Party shall cooperate with not be entitled to assume or conduct the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third of any Third-Party Claim may be settled by the Indemnifying Party (without the prior written consent of the Indemnified Party, in its sole discretion) if (i) such Third-Party Claim relates to or arises in connection with any criminal action, subpoena, criminal investigative demand, criminal investigation or criminal proceeding of a Governmental Body, (ii) such Third-Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to defend in good faith such Third-Party Claim, (iv) the assumption of the defense of the Third-Party Claim would, in the good faith judgment of the Indemnified Party, give rise to conflicts of interest, (v) the assumption of the defense of the Third-Party Claim would have, in the good faith judgment of the Indemnified Party, a material adverse effect on the business relationship between the Indemnified Party and any Persons with whom it has material business dealings, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party’s counsel is not reasonably satisfactory to the Indemnified Party, or (viii) the Indemnifying Party has not agreed and acknowledged in writing for the benefit of the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such Third-Party Claim, subject to the limitations set forth in this Article 7. If the Indemnifying Party (i) does not elect to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) after assuming the defense of a Third-Party Claim, fails to take steps necessary to defend diligently such Third-Party Claim or (iii) is not entitled to defend the Indemnified Party against a Third-Party Claim pursuant to the first sentence of this Section 7.3, the Indemnified Party shall have the right, but not the obligation to, assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim (including the payment of the reasonable fees and expenses of the Indemnified Party’s counsel by the Indemnifying Party) shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party so long as (i) such settlement or judgment involves monetary damages only which are indemnifiable in full by the Indemnifying Party and such Indemnifying Party has funded the payment of such monetary damages in full, (ii) a term of the settlement or judgment is that the Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability with respect to such claim and (iii) such settlement does not include any statement or admission of fact regarding culpability of, or failure to act by or on behalf of, the Indemnified Party; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim in accordance with this Section 7.3, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party. (c) To the extent that there is an inconsistency between Section 7.3 and Section 5.4 as it relates to a Tax matter, the provisions of Section 5.4 shall govern.

Notice of Loss; Third Party Claims. (a) An Iris Indemnified Party shall give Parent and a Parent Indemnified Party shall give the Indemnifying Party Iris Stockholder Representative notice of any matter that an which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of promptly following such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the applicable Indemnifying Party from any of their obligations under this Article IX except to the extent that such failure results in a detriment to the applicable Indemnifying Party. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party Party, if an Iris Indemnified Party, shall give the Indemnifying Party Parent, and if a Parent Indemnified Party, shall give Stockholder Representative, notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the applicable Indemnifying Party from any of its their obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and results in a detriment to applicable Indemnifying Party. Parent shall not relieve control the Indemnifying Party from defense of any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party ClaimClaim against it, then the Indemnifying Party and shall be entitled to assume and control the defense of such any Third Party Claim against another Indemnified Party at its Parent’s expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party Iris Stockholder Representative within five (5) 15 days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right If Parent elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party Parent in such defense and make available to the Indemnifying PartyParent, at the such Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf Parent elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless Parent consents in writing to such payment or unless Parent withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the applicable Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. Parent shall have the right in its sole discretion to settle, any such Third Party Claim, the Indemnifying Party shall cooperate with Claim so long as such settlement includes an unconditional release of the Indemnified Party in such defense and make available to the Indemnified PartyParties; provided, at the Indemnifying Party’s expensehowever, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without that except with the prior written consent of the Indemnified PartyIris Stockholder Representative, no settlement of any such Third Party Claim shall be solely determinative of the amount of Losses relating to such matter.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of A claim for indemnification for any matter that not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Such notice shall include the facts constituting the basis for such claim for indemnification, the Sections of this Agreement upon which such claim for indemnification is then based and an Indemnified Party has determined has given or could give rise to a right estimate, if possible, of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of Losses suffered or reasonably expected to be suffered by the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesIndemnified Party. (b) If an Indemnified In the event that any claim shall be instituted or asserted by any Third Party shall receive notice in respect of any Action, audit, demand which payment may be sought under Section 8.1(a) or assessment Section 8.1(b) hereof (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice), the Indemnified Party shall give promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by the provisions of Section 8.1(a) or Section 8.1(b), as applicable, to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of such any Third Party Claim; provided, however, that the failure to provide such notice Claim shall not release release, waive or otherwise affect the Indemnifying Party from any of its Party’s obligations under this Article VIII with respect thereto except to the extent that the Indemnifying Party is materially actually prejudiced by as a result of such failure and shall not relieve the failure. The Indemnifying Party from shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any other obligation or liability that it may have Third Party Claim which relates to any Indemnified Party otherwise than under this Article VIIILosses indemnified by it hereunder, subject to the provisions below. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party hereunder against of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses that indemnified against hereunder, the Indemnified Party may result from defend against, negotiate, settle or otherwise deal with such Third Party Claim, then subject to the provisions below. If the Indemnifying Party shall be entitled assume the defense of any Third Party Claim pursuant to assume and control the terms of this Agreement, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention Claim. The Parties hereto agree to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with each other in connection with the Indemnifying Party in such defense and make available to the Indemnifying Partydefense, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 8.2 to the contrary, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partynot, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless (1) the claimant provides to the Indemnified Party an unqualified release of the Indemnified Parties from all liability in respect of such Third Party Claim, (2) such settlement does not involve any injunctive relief binding upon the Indemnified Party or any of its Affiliates, (3) such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and (4) such settlement does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates. (c) In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 8.2, the Indemnifying Party will (i) advance the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ and experts’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this ARTICLE 8.

Notice of Loss; Third Party Claims. (a) An Indemnified Party indemnified party shall give the Indemnifying Party indemnifying party notice of any matter that an Indemnified Party indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 90 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party indemnified party shall receive notice of any Action, audit, demand Action from or assessment involving any third party that the indemnified party believes is reasonably likely to give rise to a right of indemnification under this Article X (each, a “"Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII"), within thirty (30) days of then, as promptly as practicable after the receipt of such notice, the Indemnified Party indemnified party shall give the Indemnifying Party indemnifying party notice of such Third Party Claim, stating the amount of the Loss, if known, and method of computation thereof and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party indemnifying party from any of its obligations under this Article VIII X except to the extent that the Indemnifying Party is materially prejudiced by such failure actually results in a detriment to the indemnifying party and shall not relieve the Indemnifying Party indemnifying party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise indemnified party other than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party X. The indemnifying party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably satisfactory to the indemnified person if it gives notice of its intention to do so to the Indemnified Party indemnified party within five (5) 30 days of the receipt of such notice from the Indemnified Party of indemnified party. If the indemnifying party elects to undertake any such defense against a Third Party Claim, the indemnified party may participate in such defense at its own expense; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party such indemnified party shall be entitled to retain its own participate in any such defense with separate counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Partyindemnifying party if, (i) requested by the indemnifying party to employ separate counsel or (ii) in the opinion of counsel to the indemnified party there are potential defenses available to the indemnified party that are materially in conflict with those available to the indemnifying party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party The indemnified party shall reasonably cooperate with the Indemnifying Party indemnifying party in such defense and make available to the Indemnifying Partyindemnifying party, at the Indemnifying Party’s indemnifying party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s indemnified party's possession or under the Indemnified Party’s indemnified party's control relating thereto as is reasonably required by the Indemnifying Partyindemnifying party. Similarly, in If the event the Indemnified Party is, directly or indirectly, conducting indemnifying party elects to direct the defense against of any such Third Party Claimclaim or proceeding, the Indemnifying Party it shall cooperate with the Indemnified Party in such defense and make available not consent to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession entry of any judgment or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No enter into any settlement with respect to such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall be liable for any settlement of a Third Party Claim effected without such indemnifying party's prior written consent, which consent shall not be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall promptly give the Indemnifying Party written notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, Agreement within thirty (30) days a reasonable time of such determination, discovery thereof stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnified Party making the claim shall state only what is required above and shall not admit or deny the validity of the facts or circumstances out of which such claim arose. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty ten (3010) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 20 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed. Similarly, no Third Party Claim for which an Indemnified Party seeks indemnification hereunder from the Indemnifying Party shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party.

Notice of Loss; Third Party Claims. (a) An As promptly as practicable after making such determination with respect to any such matter, an Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII, except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss indemnification under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VIII, except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify (subject to the limitations on indemnification set forth herein) the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and (after consultation with the Indemnified Party) through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if . If there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute reasonable discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (but the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim shall nonetheless be considered Losses for purposes of this Agreement) if the Third Party Claim (i) seeks an order, injunction, equitable relief or other relief other than money damages against the Indemnified Party that cannot reasonably be separated from any related claim for money damages; (ii) involves a Governmental Authority; or (iii) relates to, or arises out of, any criminal action. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, (w) the Indemnified Party shall be kept apprised of all material developments and may participate in such defense; (x) the Indemnifying Party shall not withdraw from the defense of such Third Party Claim without providing advance notice to the Indemnified Party reasonably sufficient to allow the Indemnified Party to prepare to reassume the defense of such Third Party Claim; (y) the Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, including (subject to the limitations on indemnification in this Agreement) the posting of bonds or other security required in connection with the defense of such Third Party Claim; and (z) the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make reasonably available to the Indemnifying Party, at the Indemnifying Party’s expense, all relevant witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s reasonable control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party does not admit its responsibility for the indemnification relating to the Third Party Claim or admits its responsibility but fails to actively and diligently prosecute the Third Party Claim (including by withdrawing or threatening to withdraw from the defense thereof), then the Indemnified Party shall have the right to defend against the Third Party Claim at the sole cost and expense of the Indemnifying Party, with counsel of the Indemnified Party’s choosing. Neither the Indemnified Party nor the Indemnifying Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the other party’s prior written consent (not be unreasonably withheld, conditioned or delayed); provided, however, that the Indemnifying Party shall have the right to settle any Third Party Claim, if (A) (1) the claimant or the plaintiff thereunder provides a full and unconditional release of all Liabilities (including any restriction or injunctive relief or other equitable remedy on the Indemnified Party’s or its Affiliates’ businesses, operations or assets) of the Indemnified Party and its Affiliates in respect of such Third Party Claim; (2) the Indemnifying Party has agreed in writing that such Third Party Claim is the subject of indemnity hereunder; (3) the relief provided for thereunder relates solely to the payment of monetary damages; and (4) the outcome of any settlement would reasonably be expected to not materially and adversely affect the ability of the Indemnified Party or its Affiliates to conduct their respective businesses or any of their reputation or relationship with material suppliers or customers; or (B) the Indemnified Party consents to the settlement in writing (such consent not be unreasonably withheld, conditioned or delayed). In the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of promptly upon such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so so, and its acknowledgement of its obligation to indemnify the Indemnified Party with respect to such Third-Party Claim, to the Indemnified Party within five (5) 60 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 10.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No respect of such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of or to which settlement the Indemnified PartyParty consents in writing, such consent not to be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a eCivis Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this Article 7, then the Indemnified Party shall give the party or parties obligated to provide indemnification pursuant to this Article 7 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter that an such Indemnifiable Matter which the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement, Agreement within thirty (30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this Article 7, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have thirty (30) days after receipt of the Breach Notice to dispute the contents of the Breach Notice. If the Indemnified Party and method the Indemnifying Party are unable to resolve the disputes to the Breach Notice, if any, within thirty (30) days of computation thereofthe Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and containing a reference subject to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesAgreement. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or Proceeding with respect to an Indemnifiable Matter which may give rise to a claim for a Loss Losses under this Article VIII7 (a “Third Party Claim”), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release so notify the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than its obligations under this Article VIII7, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have the right, at its option, by written notice to the Indemnified Party, to assume the entire control of the defense, compromise or settlement of the Third Party Claim, and shall be entitled to appoint a recognized and reputable counsel to be the lead counsel in connection with such defense that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify assume the Indemnified Party hereunder against any Losses that may result from such defense of a Third Party Claim, then : (i) the Indemnifying Party shall be entitled to assume diligently and control the defense of in good faith defend such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to shall keep the Indemnified Party within five (5) days reasonably informed of the receipt of notice from the Indemnified Party status of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, defense; (ii) the Indemnified Party shall cooperate with the Indemnifying Party in any such defense defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Party shall make available to the Indemnifying Party, Party all information and documents related to such Third Party Claim; and (iii) the Indemnified Party (A) may participate in such defense and retain one law firm reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials expense if the Indemnified Party has been advised by outside legal counsel that there exists a conflict of interest between the Indemnifying Party and information the Indemnified Party or that there are one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or (B) may participate in such defense at the Indemnified Party’s possession or under expense in all other circumstances. Notwithstanding anything to the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, contrary in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimthis Section 7.3, the Indemnifying Party shall cooperate with not be entitled to assume or conduct the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third of any Third-Party Claim may be settled by the Indemnifying Party (without the prior written consent of the Indemnified Party, in its sole discretion) if (i) such Third-Party Claim relates to or arises in connection with any criminal action, subpoena, criminal investigative demand, criminal investigation or criminal proceeding of a Governmental Body, (ii) such Third-Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to defend in good faith such Third-Party Claim, (iv) the assumption of the defense of the Third-Party Claim would, in the good faith judgment of the Indemnified Party, give rise to conflicts of interest, (v) the assumption of the defense of the Third-Party Claim would have, in the good faith judgment of the Indemnified Party, a material adverse effect on the business relationship between the Indemnified Party and any Persons with whom it has material business dealings, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party’s counsel is not reasonably satisfactory to the Indemnified Party, or (viii) the Indemnifying Party has not agreed and acknowledged in writing for the benefit of the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such Third-Party Claim, subject to the limitations set forth in this Article 7. If the Indemnifying Party (i) does not elect to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) after assuming the defense of a Third-Party Claim, fails to take steps necessary to defend diligently such Third-Party Claim or (iii) is not entitled to defend the Indemnified Party against a Third-Party Claim pursuant to the first sentence of this Section 7.3, the Indemnified Party shall have the right, but not the obligation to, assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim (including the payment of the reasonable fees and expenses of the Indemnified Party’s counsel by the Indemnifying Party) shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party so long as (i) such settlement or judgment involves monetary damages only which are indemnifiable in full by the Indemnifying Party and such Indemnifying Party has funded the payment of such monetary damages in full, (ii) a term of the settlement or judgment is that the Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability with respect to such claim and (iii) such settlement does not include any statement or admission of fact regarding culpability of, or failure to act by or on behalf of, the Indemnified Party; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim in accordance with this Section 7.3, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party. (c) To the extent that there is an inconsistency between Section 7.3 and Section 5.5 as it relates to a Tax matter, the provisions of Section 5.5 shall govern.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 20 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any ActionClaim, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII8, within thirty (30) 15 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIII8. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense defence against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense defence and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense defence against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense defence and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) sixty days of such determination, stating the amount of the Loss, if then known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If In the event that any written claim or demand for which an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have be liable to any Indemnified Party otherwise hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than under this Article VIII. If 60 days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party acknowledges in writing its obligation of such claim or demand and the amount or the estimated amount thereof to indemnify the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the “Claim Notice”). The Indemnifying Party shall have 30 days from the receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party hereunder against any Losses that may result from whether or not it desires to assume, control and defend such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; claim or demand. Except as hereinafter provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, notifies the Indemnified Party shall cooperate with within the Indemnifying Party in Notice Period that it desires to assume and defend such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession claim or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimdemand, the Indemnifying Party shall cooperate have the right to defend the claim or demand, with the Indemnified Party in such defense and make available counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in . If the Indemnifying Party’s possession or under Party so elects to assume the defense of such claim, the Indemnifying Party’s control relating thereto as is reasonably required Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party; provided that the Indemnifying Party shall be responsible for the reasonable legal expenses of the Indemnified Party incurred in connection with monitoring and assisting with such defense. No such Third The Indemnified Party Claim may be settled shall not settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the written consent of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis that would result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof. Subject to the Legal and Privilege Exceptions, the Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a third party claim or demand, including by providing access to each other’s relevant business records and other documents, and employees; it being understood that the costs and expenses of the Indemnified Party relating thereto shall be Losses. If the Indemnifying Party elects not to defend the claim or demand, then the Indemnified Party shall have the right to defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. In any event, the Indemnifying Party shall have the right to participate in the defense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the estimated amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except in the event the Indemnified Party’s failure to notify actually prejudices the Indemnifying Party’s ability to defend against such litigation or third-party claim. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it by or from a third party other than an Affiliate of the Indemnified Party (each, a “Third Third-Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIIIIX, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Third-Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through with counsel of its choice reasonably satisfactory to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within five (5) 15 days of the receipt of such notice from the Indemnified Party, which notice from the Indemnifying Party shall include an acknowledgement by the Indemnifying Party of its obligation to indemnify the Indemnified Party for any Losses incurred with respect to such Third Party Claim; provided, however, . In the event any Indemnified Party shall conclude that if there exists is or is reasonably likely to exist a be an actual conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and with the Indemnifying Party, then the Indemnified Party shall be entitled to retain select separate counsel to act on its own behalf and the reasonable fees and expenses of such separate counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Partyshall be additional indemnifiable Losses under this Article IX. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such Third a Third-Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense and the Indemnifying Party shall in good faith take into account the views of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required requested by the Indemnifying PartyParty to ensure the proper and adequate defense of a Third-Party Claim. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not make any payment toward a settlement of such claim, directly nor permit to be paid any monies as part of a settlement, unless the Indemnifying Party consents in writing to such payment or indirectly, conducting unless the Indemnifying Party withdraws from the defense against of such Third-Party Claim. If the Indemnifying Party declines to direct the defense of any such Third claims or proceeding pursuant to this Section 9.05 and the Indemnified Party Claimproposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the Indemnified Party in such defense and make available right to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information participate in the Indemnifying Party’s possession settlement or under assume or reassume the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No defense of such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaims or proceeding.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty sixty (3060) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise other than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five fifteen (515) days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall fully cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnifying Party assumes the defense of any such claims or proceeding pursuant to this Section 8.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnifying Party shall cooperate with give the Indemnified Party prompt written notice thereof and the Indemnified Party shall have the right to participate in the settlement or assume or reassume the defense of such defense and make available claims or proceeding. The Indemnifying Party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified PartyParty of a written release from all liability in respect of such action, at the Indemnifying Party’s expense, all such witnesses, records, materials and information suit or proceeding or (ii) for other than monetary damages to be borne in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled full by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Notice of Loss; Third Party Claims. (a) An A Seller Indemnified Party shall give the Indemnifying Party Purchaser notice in reasonable detail of any matter that an which a Seller Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an a Seller Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it (each, a “Third Third-Party Claim”) against it or ), which may give rise to a claim for a Loss under this Article VIIIVI, within thirty (30) days of the receipt of such noticenotice (or within such shorter period as may be required to permit the Purchaser to respond to any such claim), the Seller Indemnified Party shall give the Indemnifying Party Purchaser notice of such Third Third-Party Claim; provided, however, that Claim together with copies of all notices and documents served on or received by the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Seller Indemnified Party otherwise than under this Article VIIIin respect thereof. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party The Purchaser shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice choice, if it gives notice of its intention to do so to the Seller Indemnified Party within five thirty (530) days of the receipt of such notice from the Seller Indemnified Party of Party, it being understood that such Third Party Claim; provided, however, that if there exists or is reasonably likely election shall be without prejudice to exist a conflict of interest that would make it inappropriate in the judgment rights of the Indemnified Party in its sole and absolute discretion for Purchaser to dispute whether such claim involves recoverable or indemnifiable Losses under this Article VI. If the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right Purchaser elects to undertake any such defense against any such Third a Third-Party Claim as provided aboveClaim, the Seller Indemnified Party may participate in such defense at its own expense. The Seller Indemnified Party shall cooperate with the Indemnifying Party Purchaser in such defense and make available to the Indemnifying PartyPurchaser, at the Indemnifying Seller Indemnified Party’s expense, all witnesses, pertinent records, materials materials, and information in the Seller Indemnified Party’s possession or under the Seller Indemnified Party’s control relating thereto (or in the possession or control of any of its representatives) as is reasonably required requested by the Indemnifying PartyPurchaser or its counsel. Similarly, in If the event the Indemnified Party is, directly or indirectly, conducting Purchaser elects to direct the defense against of any such Third Third-Party Claim, the Indemnifying Seller Indemnified Party shall cooperate not pay, or permit to be paid, any part of such Third-Party Claim unless (i) the Purchaser consents in writing to such payment; (ii) the Purchaser withdraws from the defense of such Third-Party Claim; or (iii) a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Seller Indemnified Party for such Third-Party Claim. If the Seller Indemnified Party assumes the defense of any such Third-Party Claim pursuant to this Section 6.04 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Seller Indemnified Party shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such Third-Party Claim. The Seller Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Purchaser’s prior written consent. The Purchaser shall have the right to settle any Third-Party Claim for which it obtains a full release of the Seller Indemnified Party in respect of such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may or to which settlement the Seller Indemnified Party consents in writing, such consent not to be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyunreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Without limitation of Section 5.05 hereof, an Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of or Claim for indemnification under this Agreement, within thirty (30) days of promptly after such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, Claim, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim Claim for a Loss under this Article VIIIIX, within thirty (30) days of promptly after the receipt of such noticethereof, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure and such failure shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article VIIIIX. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate (in the reasonable judgment of outside counsel for the Indemnified Party in its sole and absolute discretion Party) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines (plus local counsel is if required), at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld), unless such settlement contains a full release of such Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “"Third Party Claim”") against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 15 days of the receipt of such notice from the Indemnified Party of such Third Party ClaimParty; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment written opinion of counsel for the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s 's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s 's possession or under the Indemnified Party’s 's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s 's expense, all such witnesses, records, materials and information in the Indemnifying Party’s 's possession or under the Indemnifying Party’s 's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, unless such settlement shall include an unconditional release of the Indemnified Party from all liabilities arising out of such claim.

Notice of Loss; Third Party Claims. (a) An Other than with respect to any Third Party Claim that is provided for in Section 9.5(b), an Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementArticle IX, within thirty ten (3010) days of such determination, stating the estimated amount of the Loss, if known, Losses to the extent then ascertainable and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it that may give rise to a claim for Losses under this Article IX, within ten (10) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim (a “Claim Notice”); provided, however, that the failure and to provide such notice shall not relieve release the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than of its obligations under this Article VIII. If IX except to the extent that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from is materially prejudiced by such Third Party Claim, then the failure. The Indemnifying Party shall be entitled entitled, to the extent permitted by applicable Law and Governmental Orders, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice choice, if it gives notice of its intention to do so to the Indemnified Party within five thirty (530) days of the its receipt of notice from the Claim Notice except that Seller shall not be entitled to assume and control the defense of any Third Party Claim with respect to allegations of noncompliance with New Source Review requirements; provided that prior to assuming such defense Indemnifying Party acknowledges in writing that it is obligated to indemnify the Indemnified Party of hereunder from Losses resulting from such Third Party Claims in accordance with this Article IX. Purchaser agrees that in connection with its control of the defense of a Third Party Claim related to allegations of noncompliance with New Source Review requirements as provided above that Purchaser shall (i) exercise control of such matters in a manner that gives due regard to the interests of Seller and Parent, including by seeking to minimize in a commercially reasonable manner Losses subject to indemnification, (ii) to the extent reasonably practicable, give Seller and Parent the opportunity to be fully involved in the defense of the matter, including by participating in discussions with any person bringing such a Third Party Claim; provided, however(iii) consult with Seller and Parent regarding any decisions of significance in connection with such matter and give reasonable consideration to any views of Seller and Parent in connection therewith and (iv) not settle any such matter without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding the foregoing, if the actual or potential defendants in, or targets of, such Third Party Claim include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that if there exists or is reasonably likely to exist a an actual conflict of interest between them that would make it inappropriate in the reasonable judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain employ its own counsel to participate in each jurisdiction for which the Indemnified defense of such Third Party determines counsel is required, Claim at the expense of the Indemnifying Party. In the event , provided that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall use diligent and good faith efforts in such defense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), settle, compromise or consent to the entry of any judgment in respect of any Third Party Claim if any Indemnified Party is a party to the applicable claim unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim and provides solely for monetary relief to be satisfied by the Indemnifying Party. (d) The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such the defense and settlement of any Third Party Claim and make available to the Indemnifying Party, at the Indemnifying Party’s expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly. (e) If the Indemnifying Party does not assume control over the defense of such Third Party Claim as provided in Section 9.5(b), in the event then the Indemnified Party isshall have the right to defend, directly resolve, settle or indirectly, conducting the defense against any compromise such Third Party Claim, the Indemnifying Party shall cooperate with provided that the Indemnified Party shall use diligent, reasonable and good faith efforts in such its defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No of such Third Party Claim may be settled by and shall not settle such Third Party Claim without obtaining the Indemnifying Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing (such consent not to be unreasonably withheld, conditioned or delayed) to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party has been entered against the Indemnified Party for such Third Party Claim, it being understood and agreed that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such claim pursuant to this Section 9.5(e).

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeVII, the Indemnified Party shall give the Indemnifying Party notice of such Third Party ClaimClaim within 30 days of the receipt of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VII except to the extent that such failure adversely affects the ability of the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such defend Third Party Claim, then the Claims. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 30 days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party of elects to undertake any such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if there exists (i) so requested by the Indemnifying Party to participate with separate counsel or is reasonably likely (ii) in the reasonable written opinion of counsel to exist the Indemnified Party, a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both or potential conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; and provided, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredfurther, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right shall not be required to undertake pay for more than one such counsel for all Indemnified Parties in connection with any such defense against any such Third Party Claim as provided above, the Claim. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim (subject to the next sentence) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 7.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall cooperate with have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. Neither the Indemnifying Party nor the Indemnified Party in such defense and make available to the Indemnified Partyshall, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyother party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant or claimants and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim.

Notice of Loss; Third Party Claims. (a) An If a GTY Indemnitee or a Questica Holder Indemnitee (the “Indemnified Party”) intends to make claim for Losses under this ARTICLE 8, then the Indemnified Party shall give the Party or Parties obligated to provide indemnification pursuant to this ARTICLE 8 (the “Indemnifying Party Party”) written notice (a “Breach Notice”) of any matter that an such Indemnifiable Matter which the Indemnified Party has determined has given or could would give rise to a right of indemnification under this Agreement, Agreement within thirty (30) days of such determination, stating setting forth (i) a brief description of the nature of the Indemnifiable Matter, (ii) the underlying representation, warranty, covenant or agreement alleged to have been breached and the facts then known as it relates to the Indemnifiable Matter, and (iii) the total amount of the Lossactual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), if knownknown and quantifiable; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations under this ARTICLE 8, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have thirty (30) days after receipt of the Breach Notice to dispute the contents of the Breach Notice during which such period the Indemnified Party shall provide the Indemnifying Party with all such information as the Indemnifying Party may reasonably request and method the Indemnified party shall further provide the Indemnifying Party with reasonable assistance in its investigation. If the Indemnified Party and the Indemnifying Party are unable to resolve the disputes to the Breach Notice, if any, within thirty (30) days of computation thereofthe Indemnifying Party’s receipt of the Breach Notice, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and containing a reference subject to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesAgreement. (b) If an Indemnified Party shall receive receives notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or Proceeding with respect to an Indemnifiable Matter which may give rise to a claim for a Loss Losses under this Article VIIIARTICLE 8 (a “Third Party Claim”), within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release so notify the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than its obligations under this Article VIIIARTICLE 8, except to the extent that such failure shall have materially adversely affected the ability of the Indemnifying Party to defend against or reduce its or the Indemnified Party’s liability. The Indemnifying Party shall have the right, at its option, by written notice to the Indemnified Party, to assume the entire control of the defense, compromise or settlement of the Third Party Claim, and shall be entitled to appoint a recognized and reputable counsel to be the lead counsel in connection with such defense that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify assume the Indemnified Party hereunder against any Losses that may result from such defense of a Third Party Claim, then : (i) the Indemnifying Party shall be entitled to assume diligently and control the defense of in good faith defend such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to shall keep the Indemnified Party within five (5) days reasonably informed of the receipt of notice from the Indemnified Party status of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, defense; (ii) the Indemnified Party shall cooperate with the Indemnifying Party in any such defense defense, compromise or settlement thereof, including the selection of counsel reasonably satisfactory to the Indemnified Party, and the Indemnified Party shall make available to the Indemnifying Party, Party all information and documents related to such Third Party Claim; and (iii) the Indemnified Party (A) may participate in such defense and retain one law firm reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials expense if the Indemnified Party has been advised by outside legal counsel that there exists a conflict of interest between the Indemnifying Party and information the Indemnified Party or that there are one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or (B) may participate in such defense at the Indemnified Party’s possession or under expense in all other circumstances. Notwithstanding anything to the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, contrary in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claimthis Section 8.3, the Indemnifying Party shall cooperate with not be entitled to assume or conduct the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third of any Third-Party Claim may be settled by the Indemnifying Party (without the prior written consent of the Indemnified Party, in its sole discretion) if (i) such Third-Party Claim relates to or arises in connection with any criminal action, subpoena, criminal investigative demand, criminal investigation or criminal proceeding of a Governmental Body, (ii) such Third-Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to defend in good faith such Third-Party Claim, (iv) the assumption of the defense of the Third-Party Claim would, in the good faith judgment of the Indemnified Party, give rise to conflicts of interest, (v) the assumption of the defense of the Third-Party Claim would have, in the good faith judgment of the Indemnified Party, a material adverse effect on the business relationship between the Indemnified Party and any Persons with whom it has material business dealings, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party’s counsel is not reasonably satisfactory to the Indemnified Party, or (viii) the Indemnifying Party has not agreed and acknowledged in writing for the benefit of the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such Third-Party Claim, subject to the limitations set forth in this ARTICLE 8. If the Indemnifying Party (i) does not elect to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) after assuming the defense of a Third-Party Claim, fails to take steps necessary to defend diligently such Third-Party Claim or (iii) is not entitled to defend the Indemnified Party against a Third-Party Claim pursuant to this Section 8.3, the Indemnified Party shall have the right, but not the obligation to, assume such defense and shall have the sole power to direct and control such defense, with counsel of its choosing it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim (including the payment of the reasonable fees and expenses of the Indemnified Party’s counsel by the Indemnifying Party) shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party so long as (i) such settlement or judgment involves monetary damages only which are indemnifiable in full by the Indemnifying Party and such Indemnifying Party has funded the payment of such monetary damages in full, (ii) a term of the settlement or judgment is that the Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability with respect to such claim and (iii) such settlement does not include any statement or admission of fact regarding culpability of, or failure to act by or on behalf of, the Indemnified Party; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim in accordance with this Section 8.3, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) calendar days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If an Indemnified Party shall receive notice from a third party of any Action, audit, demand or assessment (each, a “Third-Party Claim”) against it which may give rise to a claim for Loss under this Article VIII, within thirty (30) calendar days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third-Party Claim; provided that the failure and to provide such notice shall not relieve release the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than of its obligations under this Article VIII. If VIII except to the extent that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from is prejudiced by such Third Party Claim, then the failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice choice, subject to the approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, if it gives notice of its intention to do so to the Indemnified Party within five fifteen (515) calendar days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party of elects to undertake any such Third defense against a Third-Party ClaimClaim the Indemnified Party may participate in such defense at its own expense; provided, however, that the Indemnifying Party shall be liable for such reasonable legal expenses if there exists (i) the Third-Party Claim relates to or arises in connection with any criminal Action, (ii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iii) the Indemnifying Party has failed or is reasonably likely failing to exist a conflict of interest prosecute and defend vigorously the Third-Party Claim, or (iv) the Third-Party Claim seeks relief in an amount that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and exceeds the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel ’s reasonably expected maximum indemnification obligation in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Partyrespect thereto. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, on a mutually convenient basis, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third-Party Claim unless the Indemnifying Party consents in writing to such payment (such consent shall not be unreasonably withheld, conditioned or delayed) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third-Party Claim. If the Indemnified Party assumes the defense against of any such Third claims or proceeding pursuant to this Section 8.5 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party Claimshall give the Indemnifying Party prompt written notice thereof, and the Indemnifying Party shall have the right to participate in the settlement, or assume or reassume, the defense of such claims or proceeding. (c) The Indemnified Party shall not settle any matter relating to a Third-Party Claim or make an admission of fact with a comparable effect without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Conversely, in exercising its right of control in accordance with Section 8.5(b), the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third not settle a Third-Party Claim may be settled by the Indemnifying Party or admit a fact with a comparable effect without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, conditioned or delayed), except if and to the extent (i) such settlement solely requires payment of monetary relief, which the Indemnifying Party agrees to pay in full, and (ii) the Indemnifying Party acknowledges its responsibility under this Agreement for the ensuing Losses, or such settlement provides for the unconditional release of the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim. (d) If the Indemnifying Party does not assume control of the defense of such claim as provided in this Section 8.5 or, after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnified Party shall have the right to defend such Third-Party Claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party (other than during any period in which the Indemnified Party shall have failed to give notice of the Third-Party Claim as provided above), and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 8.5. The reimbursement of fees, costs and expenses required by this Section 8.5 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred.

Notice of Loss; Third Party Claims. (a) An A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the Indemnifying Party. Such notice shall include the facts constituting the basis for such claim for indemnification, the Sections of this Agreement upon which such claim for indemnification is then based and an estimate, if possible, of the amount of Losses suffered or reasonably expected to be suffered by the Indemnified Party; provided that the failure to give such notification or any deficiency in such notification will not relieve such Indemnifying Party shall from any obligation under this ARTICLE 6, except (i) to the extent such failure to give such notification or such deficiency in such notification actually and materially prejudices such Indemnifying Party or (ii) as provided in Section 6.3. If the Indemnifying Party notice of any matter that an does not notify the Indemnified Party has determined has given within twenty (20) Business Days following its receipt of such notice that the Indemnifying Party affirmatively accepts liability in the specified amount for the indemnity claimed by the Indemnified Party under Section 6.1(a) or could give rise Section 6.1(b), as applicable, such indemnity claim specified by the Indemnified Party in such notice shall be deemed not accepted by the Indemnifying Party, in which case, the Indemnified Party may pursue its right to a right of indemnification with respect to such indemnity claim under this Agreement, within thirty (30) days of such determination, stating ARTICLE 6 in accordance with the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesterms hereof. (b) If In the event of any instituted or asserted Third Party Claim against an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such noticeParty, the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by the provisions of Section 6.1(a) or Section 6.1(b), as applicable, to be forwarded to the Indemnifying Party. The failure to give such notification or any deficiency in such notification will not relieve such Indemnifying Party from any obligation under this ARTICLE 6, except (i) to the extent such failure to give such notification or such deficiency in such notification actually and materially prejudices such Indemnifying Party or (ii) as provided in Section 6.3. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, subject to the provisions below; provided, however, that the Indemnifying Party may not assume control of defense to (or, following such assumption of control in accordance herewith, may not continue to control such defense of, as applicable) a Third Party Claim (i) unless it covenants to the Indemnified Party in writing within ten (10) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party to indemnify, defend and hold harmless the Indemnified Party from and against the entirety of any and all Losses that the Indemnified Party may suffer resulting from or arising out of the Third Party Claim (subject, however, to the limitations set forth in Section 6.6), (ii) in which equitable relief other than monetary damages is sought, (iii) if such Third Party Claim is brought by a Governmental Entity or is otherwise related to or arises in connection with any FDA, Tax or criminal or regulatory enforcement matter, (iv) if the Indemnified Party has been advised in writing by outside counsel that a legal conflict or potential legal conflict exists between the Indemnified Party and the Indemnifying Party in connection with conducting the defense of the Third Party Claim, (v) if settlement of, an adverse Judgment with respect to, or conduct of the defense of the Third Party Claim by the Indemnifying Party is, in the good faith judgment of the Indemnified Party, likely to be materially adverse to the Indemnified Party’s or its Affiliates’ reputation or continuing business interests (including its relationships with current or potential customers, licensors, distributors, suppliers, or other parties material to the conduct of its business), or (vi) the Indemnifying Party fails to diligently and vigorously and in good faith conduct the defense of the Third Party Claim. (c) If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Losses indemnified against hereunder, or is not permitted to assume the defense (or, following such assumption of the defense in accordance herewith, is not permitted to continue to control such defense, as applicable) of a Third Party Claim pursuant to the proviso to the third sentence of Section 6.2(b), the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the provisions below. If the Indemnifying Party shall assume the defense of any Third Party Claim pursuant to the terms of this Agreement, the Indemnified Party may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if (i) so requested by the Indemnifying Party to participate or (ii) in the written opinion of outside counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there a legal conflict or potential legal conflict exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both between the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled that would make such separate representation advisable. The Parties agree to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with each other in connection with the Indemnifying Party in such defense and make available to the Indemnifying Partydefense, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 6.2 to the contrary, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partynot, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, settle or compromise any Third Party Claim or permit a default or consent to entry of any Judgment unless (A) the claimant provides to the Indemnified Party a full, general and unqualified release of the Indemnified Parties and their respective Affiliates and Representatives from all liability in respect of such Third Party Claim, (B) such settlement does not involve any injunctive relief binding upon the Indemnified Party or any of its Affiliates or Representatives, (C) such settlement does not create an Encumbrance upon any of the assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and (D) such settlement does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates or Representatives.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise other than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) 15 days of the receipt of such notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any such a Third Party Claim as provided aboveClaim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 8.05 and proposes to settle such claims or proceeding prior to a final judgment, then the Indemnified Party shall give the Indemnifying Party prompt written notice and the Indemnifying Party shall cooperate with have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No respect of such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of or to which settlement the Indemnified PartyParty consents in writing, such consent not to be unreasonably withheld or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty sixty (3060) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise other than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five fifteen (515) days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party of elects to undertake any such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense; provided, however, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in between the judgment of Indemnifying Party and the Indemnified Party in its sole and absolute discretion that cannot be waived, the Indemnifying Party shall be liable for the same reasonable fees and expenses of counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the The Indemnified Party shall fully cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlyIf the Indemnifying Party elects to direct the defense of any such claim or proceeding, in the event the Indemnified Party isshall not pay, directly or indirectlypermit to be paid, conducting any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any the Indemnified Party for such Third Party Claim. If the Indemnifying Party assumes the defense of any such claims or proceeding pursuant to this Section 8.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnifying Party shall cooperate with give the Indemnified Party prompt written notice thereof and the Indemnified Party shall have the right to participate in the settlement or assume or reassume the defense of such defense and make available claims or proceeding. The Indemnifying Party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified PartyParty of a written release from all liability in respect of such action, at the Indemnifying Party’s expense, all such witnesses, records, materials and information suit or proceeding or (ii) for other than monetary damages to be borne in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled full by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice in reasonable detail of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially actually prejudiced by such failure. (b) If an Indemnified Party receives notice of any Action, audit, claim, demand or assessment against it (each, a “Third-Party Claim”), which may give rise to a claim for Loss under this Article IX, within thirty (30) days of the receipt of such notice (or within such shorter period as may be required to permit the Indemnifying Party to respond to any such Third-Party Claim), such Indemnified Party shall give the Indemnifying Party notice of such Third-Party Claim together with copies of all notices and documents served on or received by such Indemnified Party in respect thereof; provided, however, that the failure and to provide such notice shall not relieve release the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than of its obligations under this Article VIII. If IX except to the extent that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from is actually prejudiced by such Third Party Claim, then the failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Third-Party Claim Claim, at its expense (which expenses shall not be applied against any indemnity limitation herein) and through counsel of selected by the Indemnifying Party in its choice reasonable discretion, if it gives notice of its intention to do so to the such Indemnified Party within five fifteen (515) days of the receipt of such notice from such Indemnified Party; provided that the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, (2) the claim seeks an injunction or equitable relief against the Indemnified Party, or (3) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both between the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense other than a conflict arising as a result of the Indemnifying Partythis Agreement. In the event that If the Indemnifying Party exercises the right elects to undertake any such defense against any a Third-Party Claim, such Third Indemnified Party Claim as provided above, the may participate in such defense at its own expense. Such Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the such Indemnified Party’s control relating thereto (or in the possession or control of any of its Affiliates or its or their Representatives) as is reasonably required by the Indemnifying PartyParty or its counsel. SimilarlyNotwithstanding the foregoing, in the event Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages, and the Indemnified Party isshall have the right to defend, directly or indirectlyat the expense of the Indemnifying Party, conducting any such Third-Party Claim. The Indemnifying Party shall be liable for the reasonable out-of-pocket fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party is entitled to assume and has failed to assume the defense against thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.05(b), the Indemnified Party shall have the sole right to assume the defense of such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel (selected in its reasonable discretion) and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party elects to direct the defense of any such Third-Party Claim, such Indemnified Party shall not pay, or permit to be paid, any part of such Third-Party Claim unless the Indemnifying Party consents, such consent not to be unreasonably withheld, conditioned or delayed, in writing to such payment or the Indemnifying Party withdraws from the defense of such Third Party Claim or a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against such Indemnified Party for such Third-Party Claim. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partynot, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnified Party assumes the defense of any such Third-Party Claim pursuant to this Section 9.05 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo any appeal with respect thereto, then such Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such Third-Party Claim. Such Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnifying Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall have the right to settle any Third-Party Claim for which it obtains a full release of such Indemnified Party in respect of such Third-Party Claim or to which settlement such Indemnified Party consents in writing, such consent not to be unreasonably withheld, conditioned or delayed.

Notice of Loss; Third Party Claims. (a) An Indemnified A claim for indemnification for any matter not involving a Third Party shall give Claim may be asserted by written notice by XxxxxXxx or the Sellers’ Representative, as applicable, to the Indemnifying Party Party. Such notice shall include in reasonable detail the facts constituting the basis for such claim for indemnification, the sections of any matter that this Option Agreement upon which such claim for indemnification is then based and an Indemnified Party has determined has given or could give rise to a right estimate, if possible, of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of Losses suffered or reasonably expected to be suffered by the Loss, if known, and method of computation thereof, and containing Indemnified Party (a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises“Claim Notice”). (b) If an Upon reasonable request, the Indemnified Party shall receive furnish the Indemnifying Party with any information to the extent that such information is reasonably necessary in order to evaluate the Claim Notice. If the Indemnifying Party in good faith objects to any claim made by the Indemnified Party in the Claim Notice, then the Indemnifying Party shall deliver a written notice (an “Claim Dispute Notice”) to the Indemnified Party within [*] by the Indemnifying Party of a Claim Notice from such Indemnified Party. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any Actionclaim made by the Indemnified Party in the Claim Notice. If the Indemnifying Party fails to deliver a Claim Dispute Notice prior to the expiration of such [*], auditthen the indemnity claim set forth in the Claim Notice shall be conclusively determined in the Indemnified Party’s favor for purposes of this Article 9, demand and the Indemnified Party shall be indemnified for the amount of the Losses stated in such Claim Notice (or, in the case of any notice in which the Losses (or assessment any portion thereof) are estimated, the amount of such Losses (or such portion thereof) as finally determined) or, in the case of any notice in which the Losses (or any portion thereof) are estimated, on such later date when the amount of such Losses (or such portion thereof) becomes finally determined, in either case, subject to the limitations of this Article 9. (c) If the Indemnifying Party delivers a Claim Dispute Notice, then the Indemnified Party and the Indemnifying Party shall attempt in good faith to resolve any such objections raised by Indemnifying Party in such Claim Dispute Notice. If the Indemnified Party and the Indemnifying Party agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by the Indemnified Party and the Indemnifying Party shall be prepared and signed by both parties, and shall be binding and conclusive. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (d) If no such resolution can be reached during the [*] of a given Claim Dispute Notice, then upon the expiration of such [*] (or such longer period as may be mutually agreed), either FibroGen or the Seller’s Representative may initiate any suit, action or proceeding in accordance with Section 11.4(a) to resolve such dispute. (e) In the event that any Action shall be instituted or asserted by any Third Party in respect of which payment may be sought under Section 9.2 or Section 9.3 hereof (regardless of the limitations set forth in Section 9.4) (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party notice is actually prejudiced as a result of such failure. The Indemnifying Party shall have the right, [*] to be represented by counsel reasonably acceptable to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder; provided, however, that the Indemnifying Party may not assume control of defense to a Third Party Claim (i) involving criminal liability or in which equitable relief other than monetary damages is sought, (ii) involving a purported class action, (iii) if the Indemnifying Party has not notified the Indemnified Party in writing that it will be liable to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim subject to the limitations of Section 9.4, or (iv) if the Third Party Claim relates to Fortis Intellectual Property. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within [*] notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, or is not permitted to assume the defense of a Third Party Claim pursuant to the proviso to the third sentence of this Section 9.5(b), the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim, subject to the provisions below. If the Indemnifying Party shall assume the defense of any Third Party Claim pursuant to the terms of this Option Agreement, the Indemnified Party may participate, [*] in the defense of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through if (A) so requested by the Indemnifying Party to participate or (B) in the reasonable opinion of outside counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both or potential conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; and provided, then further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. The Parties hereto agree to reasonably cooperate with each other in connection with the defense, negotiation or settlement of any Third Party Claim. Notwithstanding anything in this Section 9.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other Party (which consent shall not be entitled unreasonably withheld, conditioned or delayed), settle or compromise any Third Party Claim or permit a default or consent to retain its own counsel entry of any judgment unless (1) the claimant provides to such other Party an unqualified release of the Indemnified and Indemnifying Parties from all liability in each jurisdiction for which respect of such Third Party Claim, (2) where the Indemnifying Party is the controlling Party, such settlement does not involve any injunctive relief binding upon the Indemnified Party determines counsel or any of its Affiliates, (3) where the Indemnifying Party is requiredthe controlling Party, at the expense such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business and (4) where the Indemnifying Party is the controlling Party, such settlement does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates. Notwithstanding anything to the contrary in this Option Agreement, all Tax Actions shall be governed by Section 7.2(k) and not this Section 9.5(e). (f) In the event that the Indemnifying Indemnified Party exercises conducts the right to undertake any such defense against any such of the Third Party Claim as pursuant to this Section 9.5, the Indemnifying Party will remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided abovein this Article 9, but solely to the extent the Indemnified Party shall cooperate with the Indemnifying Party have proved its right for indemnification pursuant to this Article 9 and such Losses are indemnifiable pursuant to this Article 9. [*]. [*] [*] = Certain confidential information contained in such defense this document, marked by brackets, has been omitted because it is both (i) not material and make available (ii) would likely cause competitive harm to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Partycompany if publicly disclosed. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.129433662_24