Common use of Notice; Payment of Losses; Defense of Claims Clause in Contracts

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party shall give written notice of a Loss to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after becoming aware thereof , which notice shall specify in reasonable detail the amount, nature and source of the claim and include therewith copies of any notices or other documents received from third parties with respect to such claim ; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, which consent shall not be unreasonably withheld) and such Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party which seeks to assert its indemnification rights pursuant to this Section 7 shall give written notice of a Loss thereof to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after becoming aware thereof receipt of any written claim by any third party and in any event not later than thirty (30) days after receipt of any such written claim or not later than ten (10) business days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint (or substantially equivalent pleading) filed with a court of competent jurisdiction and served on the Indemnified Party, which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice material damages or harm with respect to such claim is materially prejudiced as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty (30) calendar business days after receiving notice of a claim for indemnification or reimbursementreimbursement complying with Section 7.5(a), the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third partyThird Party Claim, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty ten (2010) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable, except as may otherwise be agreed by the Indemnifying Party and the relevant Indemnified Party, each acting reasonably and in good faith. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if If within twenty (20) business days after receiving the notice described in the preceding paragraph 5.3(a), (a) the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Indemnifying Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required upon the final resolution of such claim and such Indemnified Party will not be required to incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, Party which consent shall not be unreasonably withheld) and such Indemnifying Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified PartyParty and does not subject the Indemnified Party to any other adverse consequence. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided Party, provided, that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may shall, at the expense of the Indemnifying Party, undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle settle, such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, as determined in the reasonable discretion of the Indemnifying Party, then such the relevant Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. (d) Notwithstanding anything to the contrary in this Section 7, no amounts, costs or expenses to be advanced or paid by the Indemnifying Party to an Indemnified Party, or incurred by the Indemnifying Party (including, without limitation, the costs of defense, investigation and legal counsel incurred by the Indemnifying Party on behalf of the relevant Indemnified Party) in advance of a final, non-appealable determination as to the culpability, liability or fault of the relevant Indemnified Party, or applicability of the indemnification obligations of the Indemnifying Party pursuant to this Section 7 (collectively, "Advanced Costs"), shall be advanced, paid, incurred or required to be advanced, paid or incurred, unless the Indemnifying Party shall have received an undertaking by or on behalf of the relevant Indemnified Party (including, without limitation, the posting of a bond) in an amount and upon terms reasonably satisfactory to the Indemnifying Party, to reimburse the Indemnifying Party in full for Advanced Costs which are determined, by a final, non-appealable determination, to have not been properly payable or owing to or on behalf of the relevant Indemnified Party by the Indemnifying Party pursuant to this Section 7. (e) Notwithstanding anything to the contrary in this Agreement, the indemnification provided for in this Section 7 shall be in addition to any other claim and remedy of an Buyer and any other Indemnified Party at law or in equity for any Loss, actually incurred by such Indemnified Party based upon, arising out of, by reason of or otherwise in respect of or in connection with any third party action, suit, proceeding or claim; provided, however, that any amount received under this Section 7 by such Indemnified Party shall be deducted from any other award received by such Indemnified Party based on such Loss. Notwithstanding anything to the contrary in this Section 7.4(e), the limitations on indemnification set forth in Section 7.3 hereof shall be deemed to apply with equal force and effect with respect to any actions, suits, proceedings, claims, causes of action, remedies or Losses which the Buyer may have in addition to the indemnification provided for in this Section 7 at law or in equity.

Notice; Payment of Losses; Defense of Claims. For purposes of this Section 7.5, the term “Indemnifying Party” shall include any Seller with respect to matters arising under Section 7.2 or any Purchaser or the Company (post-closing) with respect to matters arising under Section 7.3, and the term “Indemnified Party” shall include any Purchaser Indemnified Party with respect to matters arising under Section 7.2 or any Seller Indemnified Party with respect to matters arising under Section 7.3. (a) An Indemnified Party shall give written notice of a Loss to the appropriate Indemnifying Party promptly, and in any event not later than sixty (60) Business Days after assertion of any written claim by any third party required to provide such indemnification hereunder (individually and collectivelyfor purposes of this Section, an "Indemnifying Party") promptly after becoming aware thereof including claims or notices by any Governmental or Regulatory Authority), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim as a result of such failureis materially prejudiced thereby. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i1) concede or deny liability for the claim in whole or in part, or (ii2) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it the Indemnifying Party shall, within twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth As to any dispute which is not resolved in the ordinary course of business, the Parties shall first attempt in good faith to promptly resolve such dispute by negotiations between executives. Either of the Parties may initiate this procedure by delivery of written notice are, or will be, subject of the dispute (the “Dispute Notice”) to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if within twenty (20) other. Not later than 20 days after receiving delivery of the notice described in Dispute Notice, one executive of one of the preceding paragraph 5.3(a), Parties shall meet with one executive of the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense other party at the Indemnifying Party's own cost and expense and (ii) provides assurance a reasonably acceptable to such Indemnified Party that such indemnification will be paid fully time and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, which consent shall not be unreasonably withheld) and such Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party)place, and thereafter as such executives shall have the right to compromise or settle such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.deem reasonably

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party shall give written notice of a Loss claim for indemnification under Section 7.2 to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") Party promptly after becoming aware thereof receipt of any written claim by any third party and in any event not later than ten (10) business days after receipt of any such written claim, which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. In the event that a claim for indemnification from a Seller Indemnifying Party under Section 7.2 is brought against more than one Seller Indemnifying Party, the actions to be taken by, and the notices to be sent to, the Indemnifying Party under this Section 7.4 may be taken by, and shall be sent to, the Stockholders’ Representative on behalf of the Seller Indemnifying Parties or the Seller Indemnified Parties. (b) Within thirty ten (3010) calendar business days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party does not respond in writing within such ten (10) business-day period, the Indemnifying Party shall be deemed to have conceded liability for the claim and shall have no right to further contest the validity of such claim. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that part, the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Indemnified Party shall make no payment (except for the amount of any conceded liability payable be free to pursue such remedies as set forth above) until the matter is resolved in accordance with may be available to it under this AgreementAgreement or applicable law. (c) In the case of any third party claim, if within twenty five (205) business days after receiving the notice described in the preceding paragraph 5.3(a(a), the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Indemnifying Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's ’s own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, Party which consent shall not be unreasonably withheld) and such Indemnifying Party shall not be required to make any payment to the Indemnified Party with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's ’s obligation to indemnify such Indemnified Party therefor will be fully satisfied only by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete general release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle settle, such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.

Notice; Payment of Losses; Defense of Claims. (a) An A Party seeking indemnification hereunder (for purposes of this Section 9.5, an “Indemnified Party Party”) shall give written notice of a Loss claim for indemnification under Section 9.2 to the party Party or Parties required to provide such indemnification information hereunder (individually and collectively, for purposes of this Section 9.5 an "“Indemnifying Party"”) promptly after becoming aware thereof receipt of any written claim by any third party and in any event not later than ten (10) Business Days after receipt of any such written claim (or not later than five (5) Business Days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the Indemnified Party), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice ten (10) Business Days period shall not limit be reduced if the right urgency of an Indemnified Party to recover indemnity or reimbursement except the matter dictates a swifter notification to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim as a result of such failureParty. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. Failure of the Indemnified Party to provide a Notice in accordance with this Section 9.5 shall not relieve the Indemnifying Party from any indemnification obligation under this Article IX, except to the extent the rights of the Indemnifying Party are prejudiced by any such failure. (b) Within thirty twenty (3020) calendar days Business Days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty (20) business days Business Days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if within twenty (20) days Business Days after receiving the notice described in the preceding paragraph 5.3(a(a), the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Indemnifying Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's ’s own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceedingexpense, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, Party which consent shall not be unreasonably withheldwithheld or delayed) and such Indemnifying Party shall not be required to make any payment to the Indemnified Party with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with without the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable identifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's ’s obligation to indemnify such Indemnified Party therefor therefore will be fully satisfied only by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior on a regular basis as to acting on major matters, including settlement discussionsstatus and developments. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle settle, such claim, liability or expense (exercising reasonable business judgment) with so long as such settlement involves solely the consent payment of the Indemnifying Party, which consent shall not be unreasonably withheldmonetary damages. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. (d) A Seller Indemnifying Party shall have no rights against the Companies and the Company Subsidiaries for contribution or indemnification in connection with any amount due from such Seller Indemnifying Party to Buyer under Section 9.2 or under any Organizational Documents, agreements or otherwise as to the pre-closing actions or omissions of officers, directors or employees.

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party shall give written notice of a Loss to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after becoming aware thereof , which notice shall specify in reasonable detail the amount, nature and source of the claim and include therewith copies of any notices or other documents received from third parties with respect to such claim ; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, which consent shall not be unreasonably withheld) and such Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.liability

Notice; Payment of Losses; Defense of Claims. For purposes of this Section 9.4 the term "Indemnifying Party" shall include the Company with respect to matters arising under Section 9.3. (a) An Indemnified Party shall give written notice of a Loss to the party required to provide such indemnification hereunder Indemnifying Party promptly, and in any event not later than sixty (individually and collectively60) business days after assertion of any written claim by any third party, an "Indemnifying Party") promptly after becoming aware thereof , which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers suffer any prejudice or harm with respect to such claim material damages as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i1) concede or deny liability for the claim in whole or in part, or (ii2) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty three (203) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) . In the case of any third party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), (a) the Indemnifying Party or Parties (i) gives give written notice to the Indemnified Party or Parties stating that the Indemnified Party they would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes they dispute and intends intend to defend against such claim, liability or expense at the Indemnifying Party's their own cost and expense and (ii) provides provide assurance and security reasonably acceptable to such Indemnified Party or Parties that such indemnification will be paid fully and promptly if required and such Indemnified Party or Parties will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party or Parties (subject to the consent of such Indemnified Party, Party or Parties which consent shall not be unreasonably withheld) and such Indemnifying Indemnified Party or Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is or Parties are conducting a good faith and diligent defense at its their own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party or Parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification and, provided, further, that the Indemnifying Party and the Indemnified Party shall jointly control any claim which is reasonably likely to involve damages or costs which reduce or exceed the $750,000 deductible under Section 9.2(b)(ii) or which is reasonably likely to cause the Maximum Warranty Claim Amount to be exceeded. If the Indemnifying Party assumes or Parties assume such defense in accordance with the preceding sentence, it they shall have the right, with the consent of such Indemnified PartyParty or Parties, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's Party or Parties' obligation to indemnify such Indemnified Party or Parties therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a or from the Escrow Fund and the settlement which includes a complete release of such Indemnified PartyParty or Parties. The Indemnifying Party or Parties shall keep such Indemnified Party or Parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party or Parties and the Indemnified Party or Parties and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party or Parties shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdictionor Parties. If no such notice of intent to dispute and defend is given by the Indemnifying PartyParty or Parties, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may or Parties shall, at the expense of the Indemnifying Party or Parties, undertake the defense of (with counsel selected by such Indemnified PartyParty or Parties), and shall have the right to compromise or settle settle, such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheldexpense. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying PartyParty or Parties, then such Indemnified Party or Parties shall make available all information and assistance that the Indemnifying Party or Parties may reasonably request and shall cooperate with the Indemnifying Party or Parties in such defense.

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party shall give written notice of a Loss to the party required Indemnifying Party promptly (with a copy to provide such indemnification hereunder the Company), and in any event not later than thirty (individually and collectively30) business days after assertion of any written claim by any third party, an "Indemnifying Party") promptly after becoming aware thereof , which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; providedPROVIDED, howeverHOWEVER, that failure to give such [Stock Purchase and Redemption Agreement] notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. In all matters for which an Indemnified Party seeks indemnification under this Agreement or defends, contests, settles or negotiates any related claim, such Indemnified Party shall act in a manner consistent with that which a reasonably prudent person with no access to indemnity would take to mitigate any Losses it may suffer. (b) Within thirty forty-five (3045) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i1) concede or deny liability for the claim in whole or in part, or (ii2) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty ten (2010) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) . In the case of any third party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), the Indemnifying Party (i) gives or Parties give written notice to the Indemnified Party or Parties stating that the Indemnified Party they would be liable under the provisions hereof for indemnity in the amount of such indemnification claim if such indemnification claim were valid and that the Indemnifying Party disputes they dispute and intends intend to defend against such indemnification claim, liability or expense at the Indemnifying Party's their own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceedingexpense, then counsel for the defense shall be selected by the Company or the Indemnifying Party or Parties (subject to the consent of such a majority-in-interest of the Indemnified Party, Parties which consent shall not be unreasonably withheld) and such Indemnifying Indemnified Party or Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is or Parties are conducting a good faith and diligent defense at its their own expense; PROVIDED, HOWEVER, that the assumption of defense of any such matters by the Indemnifying Party or Parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification and, PROVIDED, FURTHER, that the Indemnifying Party and the Indemnified Party shall jointly control any claim which is reasonably likely to involve damages or costs which are reasonably likely to cause the Maximum Warranty Claim Amount to be exceeded. If the Indemnifying Party assumes or Parties assume such defense in accordance with the preceding sentence, it they shall have the right, with the consent of such a majority-in-interest of the Indemnified PartyParties, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's Party or Parties' obligation to indemnify such Indemnified Party or Parties therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a and the settlement which includes a complete release of such Indemnified PartyParty or Parties. The Indemnifying Party or Parties shall keep provide such Indemnified Party apprised of or Parties that information regarding the [Stock Purchase and Redemption Agreement] status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such claim that is reasonably requested by the Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussionsor Parties. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully reasonably participate in such defense at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, if the named parties to the action or proceeding include both the Indemnifying Party or Parties and the Indemnified Party or Parties and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party or Parties shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated or Parties to pay for only one counsel for the Indemnified Party in any jurisdictionextent indemnification is required hereunder. If no such notice of intent to dispute and defend is given by the Indemnifying PartyParty or Parties, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may or Parties shall, at the expense of the Indemnifying Party or Parties, undertake the defense of (with counsel selected by such Indemnified PartyParty or Parties subject to the consent of the Indemnifying Party or Parties which consent shall not be unreasonably withheld), and shall have the right to compromise or settle settle, such claim, liability or expense (exercising reasonable business judgment) with subject to the consent of the Indemnifying Party, Party or Parties which consent shall not be unreasonably withheld). If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying PartyParty or Parties, then such Indemnified Party or Parties shall make available all information and assistance that the Indemnifying Party or Parties may reasonably request and shall cooperate with the Indemnifying Party or Parties in such defense.

Notice; Payment of Losses; Defense of Claims. For purposes of this Section 7.8, the term “Indemnifying Party” shall include any Seller with respect to matters arising under Section 7.1 or Purchaser with respect to matters arising under Section 7.4, and the term “Indemnified Party” shall include any Purchaser Indemnified Party with respect to matters arising under Section 7.1 or any Sellers Indemnified Party with respect to matters arising under Section 7.4. (a) An In the event that (i) any Action or Proceeding is asserted or instituted by any Person other than a Party or its Affiliates that could give rise to Losses for which an Indemnified Party intends to seek indemnification from an Indemnifying Party hereunder (such Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party hereunder intends to make a claim to be indemnified by any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall give promptly (and, in the case of a Third Party Claim, within such period of time after receiving written notice of such Third Party Claim that would, in accordance with applicable Law, enable the Indemnifying Party to answer or challenge such Third Party Claim in a Loss timely fashion), send to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after becoming aware thereof , which Party a written notice shall specify specifying in reasonable detail the amount, nature and source of the claim and include the amount or estimated amount (which estimate shall not be conclusive of the final amount of such claim and demand), and including therewith copies of any notices or other documents received from third parties with respect to such claim (“Claim Notice”); provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim material damages as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice Upon becoming aware of a claim Claim Notice for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third partyThird Party Claim, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it the Indemnifying Party shall, within a period of twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability concededconfessed. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until a final resolution of the matter is resolved obtained in accordance with this Agreement. (c) In the case of any third party claimThird Party Claim, if within a period of twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), (a) the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Party it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party it disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's its own cost and expense and (ii) provides reasonable assurance reasonably acceptable and security to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such all Indemnified Party, Parties which consent shall not be unreasonably withheld) and such all Indemnifying Party Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is or Parties are conducting a good faith and diligent defense at its their own expense. If ; provided, however, that the Indemnifying Party assumes assumption of defense of any such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant or Parties shall relate solely to a settlement which includes a complete release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding that is subject or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior potentially subject to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defenseindemnification.

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party indemnified party shall give the indemnifying party notice of any matter which an indemnified party has determined has given or could give rise to a right of indemnification under this Agreement within 10 days of such determination, stating the amount of the Losses, 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) An indemnified party shall give written notice of a Loss claim for indemnification under Section 8.2 to the party required to provide such indemnification hereunder (individually and collectivelyindemnifying party, an "Indemnifying Party") promptly after becoming aware thereof receipt of any written claim by any third party (each a “Third Party Claim”) and in any event not later than twenty (20) Business Days after receipt of any such written claim (or not later than ten (10) Business Days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the indemnified party), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party indemnified party to recover indemnity or reimbursement except to the extent that the Indemnifying Party indemnifying party suffers any material prejudice or material harm with respect to such claim as a result of such failure. The Indemnified Party indemnified party shall also provide the Indemnifying indemnifying party, to the extent such Third Party Claim relates to indemnification under Section 8.2 above, with such further information concerning any such claims as the Indemnifying Party indemnifying party may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third indemnifying party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), the Indemnifying Party (i) gives written notice to the Indemnified Party indemnified party stating that the Indemnified Party such indemnifying party would be liable under the provisions hereof for indemnity in the amount of such claim Third Party Claim if such claim were valid and that the Indemnifying Party such indemnifying party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's such indemnifying party’s own cost and expense expense, and (ii) provides assurance reasonably acceptable to such Indemnified Party indemnified party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceedingrequired, then counsel for the defense shall be selected by the Indemnifying Party such indemnifying party (subject to the consent of such Indemnified Partyindemnified party, which consent shall not be unreasonably withheld) and such Indemnifying Party indemnifying party shall not be required to make any payment to the indemnified party with respect to such claim, liability or expense as long as the Indemnifying Party such indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by such indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party indemnifying party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Partyindemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties Third Party Claims which are susceptible to being settled settled, provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Partyindemnified party. The Indemnifying Party indemnifying party shall keep such Indemnified Party indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party indemnified party with all documents and information that such Indemnified Party indemnified party shall reasonably request and shall consult with such Indemnified Party indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party indemnifying party and the Indemnified Party any indemnified party and representation of both such parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party indemnified party shall be paid by the Indemnifying Party provided that such Indemnifying Party indemnifying party (but such indemnifying party shall be obligated to pay for only one counsel for the Indemnified Party such indemnified party in any jurisdiction). If no such notice of intent to dispute and defend is given by the Indemnifying Party, indemnifying party or if in the reasonable judgment of the indemnified party such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party indemnified party may undertake the defense of (with counsel selected by such Indemnified Partyindemnified party), and shall have the right to compromise or settle settle, such claimThird Party Claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If such claimThird Party Claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Partyindemnifying party, then such Indemnified Party the indemnified party shall make available all information and assistance that the Indemnifying Party indemnifying party may reasonably request and shall cooperate with the Indemnifying Party such indemnifying party in such defense. For purposes of this Section 8.3(b), each party shall provide all reasonable assistance to any indemnifying party and any indemnified party, as the case may be, necessary to defend against any Third Party Claim or any liability or expense related to such Third Party Claim.

Notice; Payment of Losses; Defense of Claims. (a) An Investor Indemnified Party shall give written notice of a Loss claim for indemnification to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") Company promptly after becoming aware thereof receipt of any written claim by any third party and in any event not later than twenty (20) business days after receipt of any such written claim (or not later than ten (10) business days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the Investor Indemnified Party), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice shall not limit the right of an Investor Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party Company suffers any material prejudice or material harm with respect to such claim as a result of such failure. The Investor Indemnified Party shall also provide the Indemnifying Party Company with such further information concerning any such claims as the Indemnifying Party Company may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if within twenty thirty (2030) business days after receiving the notice described in the preceding paragraph 5.3(a(a), the Indemnifying Party (i) Company gives written notice to the Investor Indemnified Party stating that the Indemnified Party Company would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party Company disputes and intends to defend against such claim, liability or expense at the Indemnifying PartyCompany's own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceedingexpense, then counsel for the defense shall be selected by the Indemnifying Party Company (subject to the consent of such Indemnified Party, which consent shall not be unreasonably withheld) and such Indemnifying Party Company shall not be required to make any payment to the Investor Indemnified Party with respect to such claim, liability or expense; provided, however, that the assumption of defense of any such matters by the Company shall relate solely to the claim, liability or expense as long as the Indemnifying Party that is conducting a good faith and diligent defense at its own expensesubject or potentially subject to indemnification. If the Indemnifying Party Company assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, right to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying PartyCompany's obligation to indemnify such Investor Indemnified Party therefor will be fully satisfied only by payment of money by the Indemnifying Party Company pursuant to a settlement which includes a complete release of such Investor Indemnified Party. The Indemnifying Party Company shall keep such Investor Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Investor Indemnified Party with all documents and information that such Investor Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussionsrequest. Notwithstanding anything herein stated, such Investor Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party Company and the Investor Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Investor Indemnified Party shall be paid by the Indemnifying Party Company provided that such Indemnifying Party Company shall be obligated to pay for only one counsel for the all Investor Indemnified Party Parties (plus one local counsel in any jurisdiction). If no such notice of intent to dispute and defend is given by the Indemnifying PartyCompany, or if such diligent good faith defense is not being or ceases to be conducted, such Investor Indemnified Party may undertake the defense of (with counsel selected by such Investor Indemnified Party), and shall have the right to compromise or settle settle, such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying PartyCompany, which consent shall not be unreasonably withheld. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying PartyCompany, then such Investor Indemnified Party shall make available all information and assistance that the Indemnifying Party Company may reasonably request and shall cooperate with the Indemnifying Party Company in such defense.

Notice; Payment of Losses; Defense of Claims. (a) An A Buyer Indemnified Party or a Seller Indemnified Party (as applicable, an “Indemnified Party”) shall give written notice of a claim for indemnification of a Loss actually sustained or suffered under Section 7.2 or Section 7.3 to the party required to provide such indemnification hereunder a Seller Indemnifying Party or Buyer Indemnifying Party (individually and collectivelyas applicable, an "“Indemnifying Party") promptly after becoming aware thereof ”), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim Loss, and include including therewith copies of any notices or other documents received from third parties with respect to such claim Loss; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty ten (3010) calendar business days after receiving notice of a claim for indemnification or reimbursementof a Loss, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim Loss in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability for a Loss in whole or in part, it shall, within twenty (20) business days of such concession, pay the amount of the claim Loss to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolvedpart, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, which consent shall not be unreasonably withheld) and such Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.

Notice; Payment of Losses; Defense of Claims. (a) An A party which is entitled to indemnification under Section 6.2 (individually and collectively, an "Indemnified Party Party") shall give written ----------------- notice of a Loss thereof to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after becoming aware thereof receipt ------------------ of any written claim by any third party and in any event not later than 30 business days after receipt of any such written claim (or not later than ten (10) business days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the Indemnified Party), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice ----------------- shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim material damages as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice. (b) Within thirty (30) calendar 30 days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty ten (2010) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third party claim, if within twenty (20) 20 days after receiving the notice described in the preceding paragraph 5.3(a), (a) the Indemnifying Party (i) gives written notice to the Indemnified Party stating that the Indemnified Party would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (subject to the consent of such Indemnified Party, Party which consent shall not be unreasonably withheld) and such Indemnifying Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the ----------------- assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Party. The Indemnifying Party shall keep such Indemnified Party reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party with all documents and information that such Indemnified Party shall reasonably request and shall consult with such Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both ----------------- the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party may shall, at the expense of the Indemnifying Party, undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle settle, such claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If such claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Party, then such Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party indemnified party shall give the indemnifying party notice of any matter which an indemnified party has determined has given or could give rise to a right of indemnification under this Agreement within sixty (60) days of such determination, stating the amount of the Losses, 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) An indemnified party shall give written notice of a Loss claim for indemnification under Section 8.2 to the party required to provide such indemnification hereunder (individually and collectivelyindemnifying party, an "Indemnifying Party") promptly after becoming aware thereof receipt of any written claim by any third party (each a “Third Party Claim”) and in any event not later than twenty (20) Business Days after receipt of any such written claim (or not later than ten (10) Business Days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the indemnified party), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim claim, and include including therewith copies of any notices or other documents received from third parties with respect to such claim claim; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party indemnified party to recover indemnity or reimbursement except to the extent that the Indemnifying Party indemnifying party suffers any material prejudice or material harm with respect to such claim as a result of such failure. The Indemnified Party indemnified party shall also provide the Indemnifying indemnifying party, to the extent such Third Party Claim relates to indemnification under Section 8.2 above, with such further information concerning any such claims as the Indemnifying Party indemnifying party may reasonably request by written notice. (b) Within thirty (30) calendar days after receiving notice of a claim for indemnification or reimbursement, the Indemnifying Party shall, by written notice to the Indemnified Party, either (i) concede or deny liability for the claim in whole or in part, or (ii) in the case of a claim asserted by a third party, advise that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved. If the Indemnifying Party concedes liability in whole or in part, it shall, within twenty (20) business days of such concession, pay the amount of the claim to the Indemnified Party to the extent of the liability conceded. Any such payment shall be made in immediately available funds equal to the amount of such claim so payable. If the Indemnifying Party denies liability in whole or in part or advises that the matters set forth in the notice are, or will be, subject to contest or legal proceedings not yet finally resolved, then the Indemnifying Party shall make no payment (except for the amount of any conceded liability payable as set forth above) until the matter is resolved in accordance with this Agreement. (c) In the case of any third indemnifying party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph 5.3(a), the Indemnifying Party (i) gives written notice to the Indemnified Party indemnified party stating that the Indemnified Party such indemnifying party would be liable under the provisions hereof for indemnity in the amount of such claim Third Party Claim if such claim were valid and that the Indemnifying Party such indemnifying party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party's such indemnifying party’s own cost and expense and (ii) provides assurance reasonably acceptable to such Indemnified Party indemnified party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceedingrequired, then counsel for the defense shall be selected by the Indemnifying Party such indemnifying party (subject to the consent of such Indemnified Partyindemnified party, which consent shall not be unreasonably withheld) and such Indemnifying Party indemnifying party shall not be required to make any payment to the indemnified party with respect to such claim, liability or expense as long as the Indemnifying Party such indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by such indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party indemnifying party assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Partyindemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties Third Party Claims which are susceptible to being settled provided the Indemnifying Party's obligation to indemnify such Indemnified Party therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such Indemnified Partyindemnified party. The Indemnifying Party indemnifying party shall keep such Indemnified Party indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party indemnified party with all documents and information that such Indemnified Party indemnified party shall reasonably request and shall consult with such Indemnified Party indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the Indemnifying Party indemnifying party and the Indemnified Party any indemnified party and representation of both such parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party indemnified party shall be paid by the Indemnifying Party provided that such Indemnifying Party indemnifying party (but such indemnifying party shall be obligated to pay for only one counsel for the Indemnified Party such indemnified party in any jurisdiction). If no such notice of intent to dispute and defend is given by the Indemnifying Party, indemnifying party or if in the reasonable judgment of the indemnified party such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party indemnified party may undertake the defense of (with counsel selected by such Indemnified Partyindemnified party), and shall have the right to compromise or settle settle, such claimThird Party Claim, liability or expense (exercising reasonable business judgment) with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If such claimThird Party Claim, liability or expense is one that by its nature cannot be defended solely by the Indemnifying Partyindemnifying party, then such Indemnified Party indemnified party shall make available all information and assistance that the Indemnifying Party indemnifying party may reasonably request and shall cooperate with the Indemnifying Party such indemnifying party in such defense. For purposes of this Section 8.2, each party shall provide all reasonable assistance to any indemnifying party and any indemnified party, as the case may be, necessary to defend against any Third Party Claim or any liability or expense related to such Third Party Claim.