Common use of Procedure for Indemnification for Third Party Claims Clause in Contracts

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 Section 8.2 or 8.3 of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s 's failure to give such notice. (b) If any proceeding Proceeding referred to in Section 9.5(a8.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingProceeding, the indemnifying party will be entitled to participate in such proceeding Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding)wishes, to assume the defense of such claim Proceeding (at its own and sole expense) with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX VIII for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigationProceeding. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above)Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, 's consent unless (A) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and the indemnifying party does not, within 10 fifteen (15) days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingProceeding, the indemnifying party will be bound by any determination made in such proceeding Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. If the Indemnitee is seeking indemnification hereunder with respect to a third party claim (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of in such capacity, the commencement of any proceeding against it“Indemnified Party”), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified partyshall, except to the extent that prohibited by any Applicable Law, promptly notify the indemnifying Borrower (in such capacity, the “Indemnifying Party”), in writing (each, a “Claim Notice”), of any notice of the assertion by a third party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party a claim or of the commencement by a third party of such any legal proceeding, arbitration or action, or if the indemnifying Indemnified Party determines the existence of any such claim or the commencement by any third party will of any such legal proceeding, arbitration or action, whether or not the same shall have been asserted or initiated, in any case with respect to which the Indemnifying Party is or may be entitled obligated to participate provide indemnification (a “Third Party Claim”), specifying in such proceeding reasonable detail the nature of the Third Party Claim and, if known, the amount, or an estimate of the amount, of the Third Party Claim, provided that failure to promptly give such notice shall only limit the liability of the Indemnifying Party to the extent that it wishes (unless (i) of the indemnifying party is also actual prejudice, if any, suffered by the Indemnifying Party as a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense result of such claim with counsel reasonably satisfactory failure. The Indemnifying Party shall have thirty (30) calendar days after receipt of any Claim Notice to notify the indemnified party and, after notice from Indemnified Party of the indemnifying party to the indemnified party of its Indemnifying Party’s election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts Third Party Claim. If the Indemnifying Party has assumed such defense, the Indemnifying Party will not be liable to the indemnified party under this Article IX for any fees of other counsel or any other legal expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party Indemnified Party in connection with the defense of such proceeding, other than reasonable costs of investigationclaim. If In the indemnifying party assumes event that the Indemnifying Party elects to assume the defense of a proceeding Third Party Claim as contemplated herein, the Indemnified Party shall be entitled to participate in (as opposed to participating in but not control) the defense as provided above), of such claim and to employ counsel of its choice for such purpose at its sole expense unless (i) it will be conclusively established for purposes of this Agreement that the claims made Indemnifying Party has agreed in that proceeding are within the scope of writing to pay such fees and subject to indemnification; expenses, or (ii) no compromise the named parties to any such action, suit or settlement proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by its counsel that there are one or more legal defenses available to it which are in conflict with those available to the Indemnifying Party and in the reasonable judgment of such claims may be effected by counsel it is advisable for the indemnifying party without Indemnified Party to employ separate counsel in connection with such conflicting defenses (in which case the indemnified party’s consent, which Indemnifying Party shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of have the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election right to assume the defense of such proceedingaction, suit or proceeding on behalf of the Indemnified Party solely in connection with such conflicting defenses). If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 11.03(c), the indemnifying party Indemnified Party may continue to defend such claim at the sole cost and expense of the Indemnifying Party and the Indemnifying Party may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Party’s cost and expense; provided, however, that if the Indemnifying Party does not assume the defense and control of a Third Party Claim in accordance with this Section 11.03(c), the Indemnifying Party shall not be required to pay for more than one counsel for the Indemnified Party in connection with any Third Party Claim and a single local counsel in each jurisdiction where local counsel is reasonably required. In the event that the Indemnified Party assumes the defense of a Third Party Claim in accordance with this Section 11.03(c), the Indemnified Party will be bound by any determination made in such proceeding or any not consent to a settlement, compromise or settlement effected by discharge of, or the indemnified party. entry of any judgment arising from, any such claim, without the prior written consent of the applicable Indemnifying Party (c) Notwithstanding such consent not to be unreasonably withheld, conditioned or delayed). In the foregoing, if an indemnified party determines event that the Indemnifying Party elects to assume the defense of a Third Party Claim in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under accordance with this AgreementSection 11.03(c), the indemnified party mayIndemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, such claim, provided that the consent of the Indemnified Party is not so required if the sole relief provided by notice to the indemnifying party, assume the exclusive right to defendsuch settlement, compromise, discharge or settle entry of any judgment consists of monetary obligations that are paid by the Indemnifying Party and contains no admission of liability on the part of the Indemnified Party. In any such proceedingThird Party Claim, but the indemnifying party will not be bound by any determination responsible for the defense of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent such claim hereunder shall, to the non-exclusive jurisdiction extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including all settlement negotiations and offers. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 11.03(c), the Indemnifying Party shall make available to the Indemnified Party and its attorneys and other representatives all relevant books, records, documents and other materials reasonably required by the Indemnified Party or its representatives and attorneys for use in contesting any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged thereinThird Party Claim, and agree that process may be served on either party shall reasonably cooperate with respect to such a claim anywhere the Indemnified Party in the worlddefense of all such claims; provided, however, that nothing in this Section 11.03(c) will require the Indemnifying Party to provide information that could reasonably be expected to jeopardize the attorney-client privilege applicable to any such information. If the Indemnifying Party assumes the defense of such Third Party Claim in accordance with this Section 11.03(c), the Indemnified Party shall make available to the Indemnifying Party and its attorneys and other representatives all relevant books, records, documents and other materials reasonably required by the Indemnifying Party or its representatives and attorneys for use in contesting any Third Party Claim, and shall reasonably cooperate with the Indemnifying Party in the defense of all such claims; provided, however, that nothing in this Section 11.03(c) will require the Indemnified Party to provide information that could reasonably be expected to jeopardize the attorney-client privilege applicable to any such information.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a9.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both . The parties hereby consent agree that if Section 56-7-1 of the New Asset Purchase Agreement 34 Mexico Statutes Annotated 1978 (or any successor provision thereto) is construed to be applicable to this Agreement then no right to indemnification provided herein shall be construed to include any acts or omissions arising from a party’s negligence to the nonextent prohibited by Section 56-exclusive jurisdiction 7-1 of the New Mexico Statutes Annotated 1978 (or any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the worldsuccessor provision thereto).

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, but in no event later than ninety (90) days from receipt, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. (a) Promptly Any person seeking any indemnification provided for under this Plan of Reorganization (the "Indemnified Party") in respect of, arising out of or involving a claim made by any person against the Indemnified Party (a "Third- Party Claim"), shall notify in writing (and to the extent received, deliver copies of all related notices and documents, including court papers), to the party from whom indemnification is sought (the "Indemnifying Party") of the Third-Party Claim within 15 days after receipt by an indemnified party under Sections 9.2 and 9.3 such Indemnified Party of written notice of the commencement of any proceeding against itThird-Party Claim; provided, such indemnified party willhowever, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the that failure to notify give such notification (or make such delivery) shall not affect the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, indemnification provided hereunder except to the extent that the indemnifying party demonstrates that the defense Indemnifying Party shall have been actually prejudiced as a result of such action is prejudiced by the indemnifying party’s failure to give such noticefailure. (b) If any proceeding referred to in Section 9.5(a) a Third-Party Claim is brought made against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingIndemnified Party, the indemnifying party will Indemnifying Party shall be entitled to participate in such proceeding the defense thereof and, to the extent that if it wishes so chooses (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceedingexcept as provided below), to assume the defense of such claim thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party andIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, after notice from the indemnifying party Indemnifying Party shall not be liable to the indemnified party of its Indemnified Party for any legal expenses (except as provided below) subsequently incurred by the Indemnified Party in connection with the defense thereof. Notwithstanding the Indemnifying Party's election to assume the defense of such proceedingThird Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable Indemnified Party shall have the right to the indemnified party under this Article IX for any fees of other employ separate counsel or any other expenses with respect and to participate in the defense of such proceedingaction at its own expense; provided, in each case subsequently incurred by however, that the indemnified party in connection with Indemnifying Party shall bear the defense reasonable fees, costs, and expenses of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), separate counsel if (i) it will be conclusively established for purposes the use of this Agreement counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest that would preclude such counsel from representing the claims made in that proceeding are within the scope Indemnified Party pursuant to legal canons of and subject to indemnificationethics or other applicable law; (ii) no the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent it within 30 days after notice to the Indemnifying Party of the institution of such Third Party Claim or (iii) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. If the Indemnifying Party chooses to defend a Third Party Claim, each party hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available (subject to reimbursement by the Indemnifying Party of actual expenses incurred therewith) on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall have the right to agree to a settlement, compromise or settlement discharge of such claims may Third Party Claim which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnified Party completely in connection with such Third Party Claim; provided that such settlement, compromise or discharge shall be effected by subject to the indemnifying party without prior written consent of the indemnified party’s consentIndemnified Party, which shall consent may not be unreasonably withheld, unless unless, (A) there is no finding or admission of any violation of law or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified partyIndemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) Indemnifying Party. Whether or not the indemnified party will Indemnifying Party shall have no Liability assumed the defense of a Third Party Claim, so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to the applicable claims, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or settlement discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent may not be withheld unless, in the Indemnifying Party's good-faith judgment, such settlement, compromise or discharge is unreasonable in light of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Third Party Claim against, and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingdefenses available to, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyIndemnified Party. (c) Notwithstanding In no event shall an Indemnifying Party be liable for the foregoing, if an indemnified party determines fees and expenses of more than one counsel for all Indemnified Parties in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromiseconnection with any one action, or settle such proceedingseparate but similar or related actions, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the worldsame jurisdiction arising out of the same general allegations or circumstances.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a9.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding claim (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties Seller and Shareholder hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party Seller or Shareholder with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party a person entitled to indemnity under Sections 9.2 and 9.3 Section 14(B) or Section 14(C) of notice of the commencement assertion of any proceeding against ita third party claim, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, person shall give notice to the indemnifying party Person obligated to indemnify under such Section of the commencement assertion of such third party claim, provided that the indemnified person shall not be subject to any liability for a delay in the delivery of such notice if such delay does not compromise or prejudice any right of the indemnitor. The indemnitor may undertake the defense thereof if (i) the indemnitor provides written notice to such indemnified person that the indemnitor intends to undertake such defense and will indemnify the indemnified person against all Damages resulting from or relating to such third-party claim and determined to be owing by the indemnitor pursuant to this Section 14(C)(i), (ii) the indemnitor provides such indemnified person with evidence acceptable to such indemnified person that the indemnitor will have the financial resources to defend against the third-party claim and fulfill its indemnification obligations hereunder, (iii) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, (iv) an adverse judgment with respect to the third-party claim is not, in the good faith judgment of such indemnified person, likely to establish a precedent adverse to the continuing business interests of such indemnified person and (v) the defense of the third-party claim is conducted actively and diligently by legal counsel reasonably acceptable to such indemnified person and can be conducted without prejudice to the indemnified person. The indemnified person may, by counsel of its choice, participate in such proceedings, negotiations or defense at its own expense. The indemnified person shall furnish to the indemnitor in reasonable detail such information as the indemnified person may have with respect to such claim, including all records and similar materials that are reasonably required in the defense of such third-party claim. In the event that within thirty (30) days after notice of any such third-party claim, the conditions set forth in clauses (i) through (v) above are not satisfied, each indemnified person will (upon further written notice to the indemnitor) have the right to undertake the defense of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have subject to any claims the indemnified party, except to persons may thereafter have under this Section 14(C)(i) and the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled indemnitor may elect to participate in such proceeding andproceedings, to the extent that it wishes (unless (i) the negotiations or defense at any time at its own expense. No indemnified or indemnifying party person may settle any claim for which indemnification is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party sought hereunder without the indemnified prior written consent of the other party’s consent, which shall not be unreasonably withheld, unless (Aconditioned or delayed. Nothing contained in this Section 14(C)(i) there is no finding or admission of any violation of law or any violation of shall be deemed to extend the rights of any Person and no effect on any other claims that may deadline by which a claim can be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyunder Section 14 hereof. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified Indemnified Party of written notice of a threatened third party under Sections 9.2 and 9.3 of claim or notice of the commencement of any proceeding against itit for which indemnification is applicable under Section 6.2(a) or Section 6.2(b), such indemnified party Indemnified Party will, if a claim is to be made against an indemnifying party Indemnifying Party under such Section, give notice to the indemnifying party Indemnifying Party of the threat or commencement of such claim, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any Liability liability that it may have to any indemnified partyIndemnified Party, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is has been materially prejudiced by the indemnifying partyIndemnified Party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a6.3(a) is brought against an indemnified party Indemnified Party and it gives notice to the indemnifying party Indemnifying Party of the commencement of such proceeding, the indemnifying party Indemnifying Party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party Indemnifying Party is also a party to such proceeding and the indemnified party Indemnified Party determines in good faith that joint representation would be inappropriatematerially prejudicial to the Indemnified Party’s defense, or (ii) the indemnifying party Indemnifying Party fails to provide reasonable assurance to the indemnified party Indemnified Party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Party and, after notice from the indemnifying party Indemnifying Party to the indemnified party Indemnified Party of its election to assume the defense of such proceeding, the indemnifying party Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Party under this Article IX Section 6 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party Indemnified Party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party Indemnifying Party assumes the defense of a proceeding (as opposed to participating in the defense as provided above)proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party Indemnifying Party without the indemnified partyIndemnified Party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyIndemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying partyIndemnifying Party; and (iii) the indemnified party Indemnified Party will have no Liability liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party Indemnifying Party of the commencement of any proceeding and the indemnifying party Indemnifying Party does not, within 10 ten days after the indemnified partyIndemnified Party’s notice is given, give notice to the indemnified party Indemnified Party of its election to assume the defense of such proceeding, the indemnifying party Indemnifying Party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyIndemnified Party. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Party may, by notice to the indemnifying partyIndemnifying Party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party Indemnifying Party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. The procedure for indemnification with respect to third-party claims (other than Contests) shall be as follows: (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, Buyer shall promptly give notice to the indemnifying party Stockholders’ Representative of any claim with respect to which indemnification is sought under Section 7.02, specifying, to the commencement extent known by Buyer, in reasonable detail the factual basis for the claim and the amount thereof, estimated in good faith, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such claimindemnification claim shall have arisen; provided, but that the failure to notify give prompt notice as long as such notice is provided during the indemnifying party will Survival Period shall not relieve jeopardize the indemnifying party right of any Liability that it may have the Buyer Indemnified Parties to any indemnified party, indemnification except and only to the extent such failure shall have actually and materially prejudiced the ability of the Stockholders’ Representative to defend such claim. In addition to the notice described above, upon the reasonable request of the Stockholders’ Representative, Buyer shall promptly make available to the Stockholders’ Representative (i) the information relied upon by Buyer to substantiate the claim and all other information in Buyer’s possession or under Buyer’s control that the indemnifying party demonstrates Stockholders’ Representative reasonably requests (but excluding privileged documents and communications) and (ii) the employees of the Company and the Buyer as necessary to assist the Stockholders’ Representatives for the purposes referred to in this Section 7.04; provided, however, that compliance with such requests shall not unreasonably interfere with the defense business or operations of such action is prejudiced by Buyer or the indemnifying party’s failure to give such noticeCompany. (b) If any proceeding referred The Stockholders’ Representative shall have the right, in its discretion and at its or the Company Stockholders’ own expense, to participate in Section 9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party or assume control of the commencement defense of such proceedingclaim, and Buyer shall cooperate fully with the indemnifying party will Stockholders’ Representative, subject to reimbursement for reasonable out-of-pocket expenses and disbursements incurred by Buyer as the result of a request by the Stockholders’ Representative, provided, that the Stockholders’ Representative shall not be entitled to assume control of (but shall still have the right to participate in in, at its sole cost and expense) such proceeding and, to defense and shall pay the extent that it wishes (unless reasonable out-of-pocket expenses and disbursements incurred by a Buyer Indemnified Party if (i) the indemnifying party is also a party to such proceeding Buyer Indemnified Party has been advised by counsel that an actual or potential conflict of interest exists between the Stockholders’ Representative and/or the Company Stockholders, on the one hand, and the indemnified party determines in good faith that joint representation would be inappropriateBuyer Indemnified Party, or (ii) on the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding)other hand, to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceedingclaim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise the claim, individually or settlement of such claims may be effected by in the indemnifying party without aggregate with any other claim, is for Damages which are more than the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation amount of the rights of any Person and no effect on any other claims that may be made against the indemnified partythen remaining Indemnification Escrow Funds, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability claim seeks injunctive relief, (iv) if the claim involves or relates to a violation of any criminal Law or (v) the Buyer Indemnified Party reasonably believes upon advice of counsel that an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would have an adverse effect on the business, financial condition, results of operations, properties, assets or liabilities of any compromise or settlement of such claims effected without its consentBuyer Indemnified Party. If notice is given the Stockholders’ Representative elects to an indemnifying party assume control of the commencement defense of any proceeding and such claim, Buyer shall have the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice right to the indemnified party of its election to assume participate in the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyclaim at its own expense. (c) Notwithstanding If the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it Stockholders’ Representative does not elect to assume control of or its Affiliates other than as a result of monetary damages for which it would be entitled fails to indemnification under this Agreementactively engage in, the indemnified party maydefense of any such claim, by notice then Buyer may defend such claim at the expense of the Stockholders’ Representative through counsel of its own choosing that is reasonably acceptable to the indemnifying Stockholders’ Representative (it being acknowledged and agreed that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall be deemed reasonably acceptable to the Stockholders’ Representative). No party shall compromise or settle any third party action, cause of action, suit, proceeding, debt, claim or demand without the prior written consent of the other party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will which consent shall not be bound by any determination of a proceeding so defended unreasonably withheld or any delayed; provided, however, that if such compromise or settlement effected relates only to monetary amounts and provides for the full and unconditional release of the Buyer Indemnified Parties from all Liability in connection with such claim, then the Stockholders’ Representative may settle such claim without its the Buyer’s consent (which may as long as the Stockholders’ Representative and/or the Company Stockholders are responsible for the recoverable amount of such claim in full and the settlement of such claim does not be unreasonably withheld). (d) Both parties hereby consent to contain an admission of wrongdoing on the non-exclusive jurisdiction part of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the worldBuyer Indemnified Party.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a9.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties Seller and Shareholder hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party Seller or Shareholder with respect to such a claim anywhere in the world.. Asset Purchase Agreement

Procedure for Indemnification for Third Party Claims. If the Indemnitee is seeking indemnification hereunder with respect to a third party claim (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of in such capacity, the commencement of any proceeding against it“Indemnified Party”), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified partyshall, except to the extent that prohibited by any Applicable Law, promptly notify the indemnifying Borrower (in such capacity, the “Indemnifying Party”), in writing (each, a “Claim Notice”), of any notice of the assertion by a third party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party a claim or of the commencement by a third party of such any legal proceeding, arbitration or action, or if the indemnifying Indemnified Party determines the existence of any such claim or the commencement by any third party will of any such legal proceeding, arbitration or action, whether or not the same shall have been asserted or initiated, in any case with respect to which the Indemnifying Party is or may be entitled obligated to participate provide #227178428 indemnification (a “Third Party Claim”), specifying in such proceeding reasonable detail the nature of the Third Party Claim and, if known, the amount, or an estimate of the amount, of the Third Party Claim, provided that failure to promptly give such notice shall only limit the liability of the Indemnifying Party to the extent that it wishes (unless (i) of the indemnifying party is also actual prejudice, if any, suffered by the Indemnifying Party as a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense result of such claim with counsel reasonably satisfactory failure. The Indemnifying Party shall have thirty (30) calendar days after receipt of any Claim Notice to notify the indemnified party and, after notice from Indemnified Party of the indemnifying party to the indemnified party of its Indemnifying Party’s election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts Third Party Claim. If the Indemnifying Party has assumed such defense, the Indemnifying Party will not be liable to the indemnified party under this Article IX for any fees of other counsel or any other legal expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party Indemnified Party in connection with the defense of such proceeding, other than reasonable costs of investigationclaim. If In the indemnifying party assumes event that the Indemnifying Party elects to assume the defense of a proceeding Third Party Claim as contemplated herein, the Indemnified Party shall be entitled to participate in (as opposed to participating in but not control) the defense as provided above), of such claim and to employ counsel of its choice for such purpose at its sole expense unless (i) it will be conclusively established for purposes of this Agreement that the claims made Indemnifying Party has agreed in that proceeding are within the scope of writing to pay such fees and subject to indemnification; expenses, or (ii) no compromise the named parties to any such action, suit or settlement proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by its counsel that there are one or more legal defenses available to it which are in conflict with those available to the Indemnifying Party and in the reasonable judgment of such claims may be effected by counsel it is advisable for the indemnifying party without Indemnified Party to employ separate counsel in connection with such conflicting defenses (in which case the indemnified party’s consent, which Indemnifying Party shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of have the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election right to assume the defense of such proceedingaction, suit or proceeding on behalf of the Indemnified Party solely in connection with such conflicting defenses). If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 11.03(c), the indemnifying party Indemnified Party may continue to defend such claim at the sole cost and expense of the Indemnifying Party and the Indemnifying Party may still participate in, but not control, the defense of such Third Party Claim at the Indemnifying Party’s cost and expense; provided, however, that if the Indemnifying Party does not assume the defense and control of a Third Party Claim in accordance with this Section 11.03(c), the Indemnifying Party shall not be required to pay for more than one counsel for the Indemnified Party in connection with any Third Party Claim and a single local counsel in each jurisdiction where local counsel is reasonably required. In the event that the Indemnified Party assumes the defense of a Third Party Claim in accordance with this Section 11.03(c), the Indemnified Party will be bound by any determination made in such proceeding or any not consent to a settlement, compromise or settlement effected by discharge of, or the indemnified party. entry of any judgment arising from, any such claim, without the prior written consent of the applicable Indemnifying Party (c) Notwithstanding such consent not to be unreasonably withheld, conditioned or delayed). In the foregoing, if an indemnified party determines event that the Indemnifying Party elects to assume the defense of a Third Party Claim in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under accordance with this AgreementSection 11.03(c), the indemnified party mayIndemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, such claim, provided that the consent of the Indemnified Party is not so required if the sole relief provided by notice to the indemnifying party, assume the exclusive right to defendsuch settlement, compromise, discharge or settle entry of any judgment consists of monetary obligations that are paid by the Indemnifying Party and contains no admission of liability on the part of the Indemnified Party. In any such proceedingThird Party Claim, but the indemnifying party will not be bound by any determination responsible for the defense of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent such claim hereunder shall, to the non-exclusive jurisdiction extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including all settlement negotiations and offers. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 11.03(c), the Indemnifying #227178428 Party shall make available to the Indemnified Party and its attorneys and other representatives all relevant books, records, documents and other materials reasonably required by the Indemnified Party or its representatives and attorneys for use in contesting any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged thereinThird Party Claim, and agree that process may be served on either party shall reasonably cooperate with respect to such a claim anywhere the Indemnified Party in the worlddefense of all such claims; provided, however, that nothing in this Section 11.03(c) will require the Indemnifying Party to provide information that could reasonably be expected to jeopardize the attorney-client privilege applicable to any such information. If the Indemnifying Party assumes the defense of such Third Party Claim in accordance with this Section 11.03(c), the Indemnified Party shall make available to the Indemnifying Party and its attorneys and other representatives all relevant books, records, documents and other materials reasonably required by the Indemnifying Party or its representatives and attorneys for use in contesting any Third Party Claim, and shall reasonably cooperate with the Indemnifying Party in the defense of all such claims; provided, however, that nothing in this Section 11.03(c) will require the Indemnified Party to provide information that could reasonably be expected to jeopardize the attorney-client privilege applicable to any such information.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party a person entitled to indemnity under Sections 9.2 and 9.3 Section 14(B) or Section 14(D) of notice of the commencement assertion of any proceeding against ita third party claim, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, person shall give notice to the indemnifying party Person obligated to indemnify under such Section of the commencement assertion of such third party claim, provided that the indemnified person shall not be subject to any liability for a delay in the delivery of such notice if such delay does not compromise or prejudice any right of the indemnitor. The indemnitor may undertake the defense thereof if (i) the indemnitor provides written notice to such indemnified person that the indemnitor intends to undertake such defense and will indemnify the indemnified person against all Damages resulting from or relating to such third-party claim and determined to be owing by the indemnitor pursuant to this Section 14(D), (ii) the indemnitor provides such indemnified person with evidence acceptable to such indemnified person that the indemnitor will have the financial resources to defend against the third-party claim and fulfill its indemnification obligations hereunder, (iii) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, (iv) an adverse judgment with respect to the third-party claim is not, in the good faith judgment of such indemnified person, likely to establish a precedent adverse to the continuing business interests of such indemnified person and (v) the defense of the third-party claim is conducted actively and diligently by legal counsel reasonably acceptable to such indemnified person and can be conducted without prejudice to the indemnified person. The indemnified person may, by counsel of its choice, participate in such proceedings, negotiations or defense at its own expense. The indemnified person shall furnish to the indemnitor in reasonable detail such information as the indemnified person may have with respect to such claim, including all records and similar materials that are reasonably required in the defense of such third-party claim. In the event that within thirty (30) days after notice of any such third-party claim, the conditions set forth in clauses (i) through (v) above are not satisfied, each indemnified person will (upon further written notice to the indemnitor) have the right to undertake the defense of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have subject to any claims the indemnified party, except to persons may thereafter have under this Section 14(D) and the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled indemnitor may elect to participate in such proceeding andproceedings, to the extent that it wishes (unless (i) the negotiations or defense at any time at its own expense. No indemnified or indemnifying party person may settle any claim for which indemnification is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party sought hereunder without the indemnified prior written consent of the other party’s consent, which shall not be unreasonably withheld, unless (Aconditioned or delayed. Nothing contained in this Section 14(D) there is no finding or admission of any violation of law or any violation of shall be deemed to extend the rights of any Person and no effect on any other claims that may deadline by which a claim can be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyunder Section 14 hereof. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 Section 6.2 or Section 6.3 of notice of the commencement of any proceeding against itit or any Acquired Company, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a6.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX VI for any reasonable fees of other counsel or any other reasonable expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above)proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall will not be unreasonably withheldwithheld or delayed, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. For the avoidance of doubt, no settlement or other disposition of any claim for Tax which would adversely affect the Acquired Companies or the Purchaser in any taxable period ending after the Closing in any manner or to any extent will be agreed to without the Purchaser’s prior written consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceedingproceeding at its sole cost and expense, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 Section or , of notice of the commencement of any proceeding Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability liability that it may have to 39 45 any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s 's failure to give such notice. (b) If The indemnifying party shall have the right to defend a claim and control the defense, settlement and prosecution of any proceeding referred to in Section 9.5(a) is brought against an litigation. The indemnified party and it gives notice to will have the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled right to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person claim at its sole cost and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid expense. Anything in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoingthis paragraph notwithstanding, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding claim may materially adversely affect it or its Affiliates the indemnified party other than as a result of monetary money damages for which it would be entitled to indemnification under this Agreementor other money payments, (i) the indemnified party mayshall have the right, by notice at its own cost and expense, to hire counsel to participate in the indemnifying party, assume the exclusive right to litigation of such claim and defend, compromise, or compromise and settle such proceedingclaim, but and (ii) the indemnifying party will shall use its reasonable Best Efforts not be bound by to settle or compromise any determination of a proceeding so defended claim or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction entry of any court judgment which does not include as an unconditional term thereof the giving by the claimant to the indemnified party a release from all liability in which a proceeding is brought by a third party against any indemnified person for purposes respect of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the worldclaim.

Procedure for Indemnification for Third Party Claims. (a) Promptly Any person seeking any indemnification provided for under this Agreement (the "Indemnified Party") in respect of, arising out of or involving a claim made by any person against the Indemnified Party (a "Third-Party Claim"), shall notify in writing (and to the extent received, deliver copies of all related notices and documents, including court papers), to the party from whom indemnification is sought (the "Indemnifying Party") of the Third-Party Claim within 15 days after receipt by an indemnified party under Sections 9.2 and 9.3 such Indemnified Party of written notice of the commencement of any proceeding against itThird-Party Claim; provided, such indemnified party willhowever, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the that failure to notify give such notification (or make such delivery) shall not affect the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, indemnification provided hereunder except to the extent that the indemnifying party demonstrates that the defense Indemnifying Party shall have been actually prejudiced as a result of such action is prejudiced by the indemnifying party’s failure to give such noticefailure. (b) If any proceeding referred to in Section 9.5(a) a Third-Party Claim is brought made against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceedingIndemnified Party, the indemnifying party will Indemnifying Party shall be entitled to participate in such proceeding the defense thereof and, to the extent that if it wishes so chooses (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceedingexcept as provided below), to assume the defense of such claim thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party andIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, after notice from the indemnifying party Indemnifying Party shall not be liable to the indemnified party of its Indemnified Party for any legal expenses (except as provided below) subsequently incurred by the Indemnified Party in connection with the defense thereof. Notwithstanding the Indemnifying Party's election to assume the defense of such proceedingThird Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable Indemnified Party shall have the right to the indemnified party under this Article IX for any fees of other employ separate counsel or any other expenses with respect and to participate in the defense of such proceedingaction at its own expense; provided, in each case subsequently incurred by however, that the indemnified party in connection with Indemnifying Party shall bear the defense reasonable fees, costs, and expenses of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), separate counsel if (i) it will be conclusively established for purposes the use of this Agreement counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest that would preclude such counsel from representing the claims made in that proceeding are within the scope Indemnified Party pursuant to legal canons of and subject to indemnificationethics or other applicable law; (ii) no the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent it within 30 days after notice to the Indemnifying Party of the institution of such Third Party Claim or (iii) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. If the Indemnifying Party chooses to defend a Third Party Claim, each party hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available (subject to reimbursement by the Indemnifying Party of actual expenses incurred therewith) on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall have the right to agree to a settlement, compromise or settlement discharge of such claims may Third Party Claim which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnified Party completely in connection with such Third Party Claim; provided that such settlement, compromise or discharge shall be effected by subject to the indemnifying party without prior written consent of the indemnified party’s consentIndemnified Party, which shall consent may not be unreasonably withheld, unless unless, (A) there is no finding or admission of any violation of law or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified partyIndemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) Indemnifying Party. Whether or not the indemnified party will Indemnifying Party shall have no Liability assumed the defense of a Third Party Claim, so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to the applicable claims, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or settlement discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent may not be withheld unless, in the Indemnifying Party's good-faith judgment, such settlement, compromise or discharge is unreasonable in light of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding Third Party Claim against, and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceedingdefenses available to, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified partyIndemnified Party. (c) Notwithstanding In no event shall an Indemnifying Party be liable for the foregoing, if an indemnified party determines fees and expenses of more than one counsel for all Indemnified Parties in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromiseconnection with any one action, or settle such proceedingseparate but similar or related actions, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the worldsame jurisdiction arising out of the same general allegations or circumstances.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s 's failure to give such notice. (b) If any proceeding referred to in Section 9.5(a9.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above)proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s 's consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary is.monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties The Seller and the Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party the Seller or the Shareholders with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. 9.5.1 If a party entitled to be indemnified pursuant to this Agreement (aan "Indemnitee") Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of receives notice of the commencement assertion by a third party of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party or of the commencement by any such Person of any action or proceeding (a "Third Party Claim") with respect to which another party hereto (an "Indemnifying Party") is obligated to provide indemnification, the Indemnitee shall give the Indemnifying Party immediate written notice (the "Indemnification Notice") thereof after becoming aware of such claimThird Party Claim in reasonable detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by the Indemnitee and shall provide the Indemnifying Party with a reasonable right to cure the same. The Indemnitee shall make available to the Indemnifying Party during normal business hours and for reasonable periods, but any personnel and any books, -42- 48 records or other documents within its control that are necessary or appropriate for such defense. 9.5.2 The Indemnified Party shall permit the failure Indemnifying Party to notify assume the indemnifying party will defense of any such Third Party Claim (at the expense of such Indemnifying Party) in such manner as the Indemnifying Party deems appropriate through negotiation, settlement or litigation; provided, however, if the Indemnifying Party assumes the defense of any claim or any litigation (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnitee, and (ii) the omission by any Indemnitee to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of any Liability that it may have to any indemnified party, its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party demonstrates Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice; and provided further that the Indemnifying Party may not settle or compromise any Third Party Claim in any manner without the written consent of the Indemnitee, such consent not to be unreasonably withheld. The Indemnitee may nonetheless participate in the defense of such action is prejudiced by Third Party Claim and retain its own legal counsel at its own expense. In addition, in the indemnifying party’s failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an indemnified party and it gives notice to event that the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines Indemnitee shall in good faith determine that joint representation would be inappropriatethe conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnitee is expected to affect adversely the Indemnified Party's tax liability or, if Buyer is the Indemnitee, the ability of Buyer to conduct the business of the Company as presently conducted, or (ii) that the indemnifying party fails Indemnitee may have available to provide reasonable assurance it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the indemnified party Indemnifying Party in respect of its financial capacity such claim or any litigation relating thereto, the Indemnitee shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnitee does so takeover and assume control, the Indemnitee shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnitee shall have the full right to defend against any such proceeding and claim or demand. Notwithstanding the foregoing, the Indemnifying Party shall still provide indemnification to the Indemnitee, provided any and all costs incurred by the Indemnitee shall be reasonable. In any event, the Indemnifying Party and the Indemnitee shall cooperate in the defense of any claim or litigation subject to this Section 9 and the records of each shall be available to the other with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 8.2 and 9.3 8.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party’s 's failure to give such notice. (b) If any proceeding referred to in Section 9.5(a8.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above)proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s 's consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s 's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).. EXECUTION COPY (d) Both parties The Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party the Shareholders with respect to such a claim anywhere in the world.

Procedure for Indemnification for Third Party Claims. If there is asserted any third party claim, liability or obligation that in the judgment of a party indemnified above (athe "Indemnified Party") Promptly after receipt by may give rise to any indemnified losses (or would, but for the limitations set forth in Section 8.3 have the potential for giving rise to an indemnified loss), or if the indemnified Party determines the existence of the foregoing, whether or not the same shall have been asserted, such Indemnified Party shall give the party under Sections 9.2 and 9.3 from whom indemnity is sought (the "Indemnitor") notice within thirty (30) business days of the assertion of the claim, liability or obligation, and, within ten (10) business days of receipt of notice of the commencement filing of any proceeding against itlawsuit based upon such assertion, such indemnified party willor, if with respect to a claim is to be made not yet asserted against the Indemnified Party, promptly upon the determination by an indemnifying party under executive officer of the Indemnified Party of the existence of the same, and shall give the Indemnitor a reasonable opportunity of assuming the defense of such Sectionclaims liability or obligation, give notice using counsel reasonably acceptable to the indemnifying party Indemnified Party; provided, however, that the Indemnified Party shall have the right to participate in such defense, except that if the Indemnified Party retains separate counsel, other than in the event of a conflict of interest requiring the retention of separate counsel, the Indemnified Party shall assume the expense of the commencement of such claim, but separate counsel. Failure by the failure Indemnified Party to notify the indemnifying party will give timely notice pursuant to this Section 8.5 shall not relieve the indemnifying party Indemnitor of any Liability that it may have to any indemnified partyits obligations, except to the extent that the indemnifying party demonstrates that the defense of such action Indemnitor is actually prejudiced by the indemnifying party’s such failure to give timely notice. No settlement or adjustment shall be made without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld or delayed if the settlement or adjustment involves only the payment of money, and which consent may be withheld for any reason if the settlement or adjustment involves more than the payment of money, including any admission by the Indemnified Party. If the Indemnitor fails to contest in good faith any such notice. claim, liability or obligation, the Indemnified Party shall have the right to defend, settle or pay the same and pursue the remedies against the Indemnitor hereunder. The Indemnified Party shall cooperate with the Indemnitor in any such defense which the Indemnitor elects to assume in the event the Indemnitor makes such request to the Indemnified Party and such request is reasonable, provided the Indemnitor shall hold the Indemnified Party harmless from all of its out-of-pocket expenses, including attorneys' fees (b) If including the allocated costs and expenses of in-house counsel and legal staff), incurred in connection with the Indemnified Party's cooperation. In the event of a disagreement among the parties as to whether any proceeding referred claim, liability or obligation may give rise to in Section 9.5(a) is brought against an indemnified party and it gives notice loss, then the Indemnified Party shall have the right to defend, settle, or pay the indemnifying party of the commencement of such proceedingsame, or to pursue its remedies against Indemnitor hereunder; provided, however, the indemnifying party will be entitled Indemnitor shall have the right to participate in such proceeding anddefense and no settlement or adjustment shall be made without Indemnitor's prior written consent, which consent shall not be unreasonably withheld or delayed if the settlement or adjustment involves only the payment of money, and which consent may be withheld for any reason if the settlement or adjustment involves more than the payment of money, including any admission by the Indemnitor. Notwithstanding any provision in this Section 8.5 to the contrary, to the extent that it wishes (unless the Indemnified Party has received any income tax benefits on a net basis with respect to a claim, liability or obligation which has given rise to an indemnified loss, then the Indemnitor shall reduce the amount otherwise payable to the Indemnified Party with respect to the indemnified loss by the amount of such tax benefit. Notwithstanding anything contained elsewhere in this Section 8.5, if an offer of compromise is received by the Indemnitor with respect to a claim related to any of the indemnified losses, such Indemnitor may notify the related Indemnified Party in writing of the Indemnitor's willingness to compromise or settle such claim on the basis set forth in such notice. If the Indemnified Party declines to accept such compromise or settlement, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnitor, at the Indemnified Party's sole expense. In such event, the obligation of the Indemnitor to the Indemnified Party with respect to such claim shall be equal to the lesser of: (i) the indemnifying party is also a party amount of the offer of compromise or settlement which the Indemnified Party declined to such proceeding accept, and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails actual out-of-pocket amount the Indemnified Party is obligated to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a proceeding (as opposed to participating in the defense as provided above), (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than pay as a result of monetary damages for which it would the Indemnified Party's continuing to contest such claim. An Indemnitor shall be entitled to indemnification under this Agreement, recover (by setoff or otherwise) from an Indemnified Party any additional expenses incurred by the indemnified party may, by notice Indemnitor as a result of the Indemnified Party's decision to the indemnifying party, assume the exclusive right continue to defend, compromise, or settle contest such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)claim. (d) Both parties hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought by a third party against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on either party with respect to such a claim anywhere in the world.