Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 (x) 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 (y) 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 Proceeding with counsel 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 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless 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 thirty (30) 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 (xi) 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 (yii) 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 Proceeding with counsel 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 10 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, (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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless 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 thirty (30) 30 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 6.2 or Section 10.3 6.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Person under such Section, give notice to the Indemnifying Party Person of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a6.6(a) is brought against an Indemnified Party Person and it gives notice to the party from which such Indemnified Person is entitled to receive indemnification (an “Indemnifying Party Person”) of the commencement of such Proceeding, the Indemnifying Party Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Person is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 6 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Person assumes the defense of a 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person, provided such settlement or compromise would not materially and adversely prejudice the business or other commercial interests of the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Person; and (iii) the Indemnified Party Person 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 Person of the commencement of any Proceeding and the Indemnifying Party Person does not, within thirty ten (3010) days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person if it is ultimately determined that the Indemnified Person is entitled to indemnification. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of but the Indemnifying Party Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) Each Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party 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 agrees that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after Upon receipt by an Indemnified Party under Section 10.2 or Section 10.3 Indemnitee of notice of the commencement of any Proceeding Action by a third party (a "Third Party Claim") against it, such Indemnified Party willIndemnitee shall, if a claim is to be made against an Indemnifying Party under such Sectionthis Article IX, give notice to the Indemnifying Party of the commencement of such claimThird Party Claim as soon as practicable, but in no event later than ten (10) days after the Indemnitee shall have received notice of such Third Party Claim, but the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability Liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) a Third Party Claim is brought against an Indemnified Party Indemnitee and it gives proper notice to the Indemnifying Party of the commencement of such ProceedingThird Party Claim, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes Third Party Claim (unless (x) the Indemnifying Party is also a party to such Proceeding Third Party Claim and the Indemnified Party Indemnitee determines in good faith that joint representation would be inappropriate) and, or (y) to the extent that 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), elects to assume the defense of such Proceeding with Third Party Claim and appoint lead counsel reasonably satisfactory to the Indemnified Party and, after Indemnitee and provides notice from the Indemnifying Party to the Indemnified Party Indemnitee of its election to assume the defense of such ProceedingThird Party Claim, the Indemnifying Party will shall not, as long as it diligently conducts such defensedefense in a reasonable manner, be liable to the Indemnified Party Indemnitee under this Article 10 IX for any fees of other counsel or any other expenses with respect to the defense of such proceedingThird Party Claim, in each case subsequently incurred by the Indemnified Party Indemnitee in connection with the defense of such ProceedingThird Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a ProceedingThird Party Claim, (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 indemnificationno compromise, regardless of the amount, (ii) no compromise discharge or settlement of, or admission of Liability in connection with, such claims may be effected by the Indemnifying Party without the Indemnified Party’s Indemnitee's written consent (which consent shall not be unreasonably withheld 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 Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and ; (iiiii) the Indemnified Indemnifying Party will shall have no liability Liability with respect to any compromise or settlement of such claims effected without its consentwritten consent (which consent shall not be unreasonably withheld or delayed); and (iii) the Indemnitee shall cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, and shall have the right to participate, at the Indemnitee's sole expense, in such defense, with counsel selected by it. If proper notice is given to an Indemnifying Party of the commencement of any Proceeding Third Party Claim and the Indemnifying Party does notnot give timely notice to the Indemnitee, within thirty but in no event later than twenty (3020) days after the Indemnified Party’s Indemnitee's notice is given, give notice to the Indemnified Party of its election to assume the defense of such ProceedingThird Party Claim (or if the Indemnitee is not entitled to assume such defense pursuant to the first paragraph of this subsection (b)), the Indemnifying Party will shall be bound by any determination made in such Proceeding Third Party Claim or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of Indemnitee to which the Indemnifying Party has consented (which consent shall not be unreasonably withheld or delayed), and the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnitee, which shall be promptly reimbursed for any such fees and expenses, as and when incurred. (c) The Indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a Third Party Claim is brought against the Indemnitee for purposes of any claim that the Indemnitee may have under this Agreement with respect to such Third Party Claim or the matters alleged therein, and agrees that process may be served on the Indemnifying Party with respect to such a claim anywhere in the world. (d) Each party shall cooperate, and cause their respective Related Persons to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be unreasonably withheldfurnished such records, delayed information and testimony, and attend such conferences, discovery proceedings, hearings, trials or conditioned)appeals, as may be reasonably requested in connection therewith.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 7.2 or Section 10.3 7.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Person under such Section, give notice to the Indemnifying Party Person of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.5(a) is brought against an Indemnified Party Person and it gives notice to the party from which such Indemnified Person is entitled to receive indemnification (an “Indemnifying Party Person”) of the commencement of such Proceeding, the Indemnifying Party Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Person is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 7 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Person assumes the defense of a 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person, provided such settlement or compromise would not materially and adversely prejudice the business or other commercial interests of the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Person; and (iii) the Indemnified Party Person 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 Person of the commencement of any Proceeding and the Indemnifying Party Person does not, within thirty ten (3010) days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person if it is ultimately determined that the Indemnified Person is entitled to indemnification. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of but the Indemnifying Party Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) Each Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party 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 agrees that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Within 30 days following any Buyer Indemnified Person or Seller Indemnified Person, as the case may be (respectively, the “Indemnified Person”), receiving notice of, or otherwise becoming aware of, a Third-Party under Section 10.2 Claim that could result in Damages or Section 10.3 of notice of the commencement of any Proceeding against itthe Indemnified Person (in either case, a “Third-Party Claim”), such Indemnified Party Person will, if a an indemnification claim pursuant to this Agreement is to be made against an the other Party (the “Indemnifying Party under such SectionPerson”), give notice to the Indemnifying Party of the commencement Person of such claimThird-Party Claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability Liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is materially prejudiced by the Indemnified PartyPerson’s failure to give such notice. A claim for indemnification for a Third-Party Claim not involving a Proceeding may be asserted by the notice to the Indemnifying Person given above, and such Third-Party Claim shall be treated as a Direct Claim pursuant to Section 9.07; provided, however, should a Proceeding at any time result from such Third-Party Claim, the Parties shall follow the procedures set forth in this Section 9.06 with respect to the defense of such Proceeding. (b) If any Proceeding referred to in Section 10.5(a) is brought against an any Indemnified Person pursuant to a Third-Party and it gives notice to the Indemnifying Party of the commencement of such ProceedingClaim, the Indemnifying Party Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) 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 (y) 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 Proceeding with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 IX 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 Person in connection with the defense of such Proceeding. Except as expressly set forth in the immediately preceding sentence with respect to fees of other counsel or defense expenses, other than reasonable costs an Indemnifying Person’s assumption of investigationthe defense of a Proceeding in according with the provisions of this Section 9.06 shall not limit the Indemnifying Person’s indemnification obligations hereunder with respect to any Damages resulting from, arising out of or attributable to such Proceeding. If the Indemnifying Party Person assumes the defense of a ProceedingProceeding brought pursuant to a Third-Party Claim, (i) it will be conclusively established for purposes no compromise or settlement of this Agreement that the any claims made in that Proceeding are within the scope of and subject to indemnification, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’s consent unless (i) there is no admission by the Indemnified Person of any violation of applicable Legal Requirements or any violation of the rights of any Person or any finding of the same, (ii) the Indemnified Person is released from all liability related to such Third-Party Claim, and (iii) the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyPerson. If the Indemnifying Person fails to defend against a Proceeding brought pursuant to a Third-Party Claim within ten (10) days following issuance of notice to the Indemnifying Person of such Third-Party Claim by the Indemnified Person or at any time fails to diligently prosecute such defense, the Indemnified Person may assume control of the defense (and all costs and expenses incurred by the Indemnified Person pursuant thereto, including attorneys’ fees, shall, subject to the limitations set forth in this Article IX, be deemed Damages subject to indemnification hereunder), and the Indemnifying Person shall be bound by any commercially reasonable compromise or settlement of any claims made in that Proceeding by the Indemnified Person. The Parties shall provide reasonable cooperation to each other in the defense of any Third-Party Claim. (c) Notwithstanding the foregoing, if (i) the Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding brought pursuant to a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) the Indemnified Person is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would have a prejudicial effect on the Indemnified Person or the Indemnified Person’s defense of such Third-Party Claim, or (iii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Party will have no liability Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding, then in each such case the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, and the Indemnifying Person shall be liable to the Indemnified Person for all costs of such defense as well as for any judgment entered in such Third-Party Claim, but the Indemnifying Person will not be liable for any compromise or settlement of such claims with respect thereto 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 thirty consent (30) 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed conditioned or conditioneddelayed). (d) Notwithstanding the provisions of Section 11.01, the Parties hereby consent to the non‑exclusive jurisdiction of any court in which a Proceeding is brought pursuant to a Third-Party Claim against any Indemnified Person for purposes of any claim that any Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party under such SectionSection , 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, or (y) 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 Proceeding claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any (c) Notwithstanding the sole relief provided foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim may adversely affect it or its affiliates other than as a result of monetary damages that are paid in full for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to 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 thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of exclusive right to defend, compromise, or settle such Proceedingclaim, but the Indemnifying Party will not be bound by any determination made in such Proceeding of a claim so defended or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itdemand, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a “Proceeding”), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party pursuant to this Article VII, give written notice (the “Claims Notice”) to the Indemnifying Party indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any the Indemnified Party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Partyindemnified party’s failure to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefrom. (b) If any Proceeding referred to in Section 10.5(a7.12(a) is brought against an Indemnified Party and it such Indemnified Party 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 (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance assurances 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 Proceeding with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party indemnifying party to the 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 under this Article 10 VII 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 investigation. If the Indemnifying Party indemnifying party assumes the defense of a Proceedingproceeding, (iy) it will be conclusively established for purposes of this Agreement that the claims made in that the Proceeding are within the scope of and subject to indemnification, regardless of the amount, indemnification in accordance with this Article VII and (iiz) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s consent unless (I) there is no finding or admission of any violation of 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 (II) the sole relief provided is monetary damages that are to be paid in full by the Indemnifying Party, indemnifying party; and (iiiIII) 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty (30) ten days after the Indemnified 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 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, in each case, with 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 of the Indemnifying Party (which may not to be unreasonably withheld.) If the indemnifying party does not assume the defense of any claim or litigation, delayed any Indemnified Party may defend against such claim or conditioned)litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party will promptly reimburse the Indemnified Party in accordance with the provisions hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 10.3 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is prejudiced by the Indemnified Party’s failure to give such notice. (b) If Except as specifically provided herein, if any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 6.3(a), the Indemnifying Party will shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriatewishes, or (y) 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 Proceeding with counsel 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, if (i) the Indemnifying Party will not, as long as it diligently conducts such defense, be liable provides written notice to the Indemnified Party under this Article 10 for any fees of other counsel or any other expenses with respect that the Indemnifying Party intends to undertake such defense, (ii) the Indemnifying Party provides to the Indemnified Party evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has the financial resources to defend against the third-party claim and to fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party, and (iv) the Indemnifying Party is a party to the Proceeding, no actual conflict of interest arises from such proceedingrepresentation. In the event the Indemnifying Party assumes such defense, in each case subsequently incurred by the Indemnified Party shall, in connection its discretion, have the right to employ separate counsel (selected by it) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense or compromise of such Proceeding, other than reasonable costs of investigationclaim or demand. If the Indemnifying Party assumes the defense of a 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s written consent unless (x) 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 (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and . (iiic) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If (i) notice is given to an the Indemnifying Party of the commencement of any third-party Proceeding and the Indemnifying Party does not, within thirty (30) 20 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, or (ii) any of the conditions set forth in clauses (i)-(iii) of Section 6.3(b) above become unsatisfied, the Indemnified Party shall (upon notice to the Indemnifying Party will be bound by any determination made in such Proceeding or any Party) have the right to undertake the defense, compromise or settlement effected by of such claim. Notwithstanding the foregoing, the Indemnified Party of may not resolve or settle any such Proceeding, in each case, with third-party claim without the prior written consent of the Indemnifying Party (Party, which shall not to be unreasonably withheld. The Indemnifying Party may elect to participate in such Proceedings, delayed negotiations or conditioneddefense at any time at its own expense. (d) The parties hereto hereby consent to the non-exclusive jurisdiction of any court in the jurisdiction in which a Proceeding is properly brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein. (e) With respect to any third-party claim subject to indemnification under this Article VI, (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person informed of the status of such third-party claim and any related Proceedings at all stages thereof if such Person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (f) With respect to any third-party claim subject to indemnification under this Article VI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use Commercially Reasonable Efforts, in respect of any third-party claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Legal Requirements), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any third-party claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) For purposes of Section 6.2, a “breach” of a representation or warranty shall include allegations in a Proceeding brought by a third-party against a party alleging facts that, if true, would constitute a breach of such representation or warranty.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.1 or 10.2 or Section 10.3 of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, or (y) 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 Proceeding claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case claim subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed withheld or conditioneddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party hereunder, give notice to the Indemnifying Party indemnifying party of the 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 that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceedingproceeding, the Indemnifying Party indemnifying party will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 9 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 Person in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the Indemnifying Party indemnifying party assumes the defense of a Proceedingproceeding, (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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iii) the Indemnified Party Person 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 indemnifying party of the commencement of any Proceeding proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s such notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will be bound by any determination made in such Proceeding proceeding or any compromise or settlement effected by the Indemnified Party Person. Notwithstanding the foregoing, the filing of such Proceeding, an answer by the indemnifying party in each case, with order to preserve the consent rights of the Indemnifying Indemnified Party due to a filing deadline shall not in itself constitute its election to assume the defense of a claim hereunder. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not to 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, delayed or conditioned). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought 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 Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Any party claiming indemnification under this Section 12 is referred to in this Agreement as an "Indemnified Person" and any party against whom such claims are asserted under this Section 12 is referred to in this Agreement as an "Indemnifying Person." (b) Within 15 days after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itaction by any third party evidenced by service of process or other legal pleading, such or with reasonable promptness after the assertion in writing of any claim by a third party, the 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 of the commencement Person written notice thereof, together with a copy of such claim, but the process or other legal pleading. The failure to so notify the Indemnifying Party Person within the above time frame will not relieve the Indemnifying Party Person of any liability that it may have to any the Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is unduly prejudiced by the Indemnified Party’s Person's failure to give such notice, or except if such notice is not delivered before the time specified in Section 12.1. The Indemnifying Person shall have the right to undertake and control the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (bc) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party Person, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day immediately preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the commencement of person asserting such Proceedingclaim), the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and has not notified the Indemnified Party determines in good faith that joint representation would be inappropriate, or (y) 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 Proceeding with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of defend against such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such Indemnified Person shall have the right to undertake the defense, be liable to the Indemnified Party under this Article 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by claim through counsel of its choice on behalf of and for the account and risk of the Indemnifying Person, at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party without and its counsel shall have the Indemnified Party’s consent unless right to be present at the sole relief provided is monetary damages that are paid in full by negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of 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 thirty (30) 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (which approval shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, or (y) 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 Proceeding claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty (30) twenty days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected or expenses incurred without its consent (which consent may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Any Indemnified Party making a claim for indemnification under Section 10.2 or Section 10.3 this Article XI shall notify the indemnifying party (an “Indemnitor”) of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing 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 amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party will an Indemnitor on a timely basis shall not relieve the Indemnifying Party Indemnitor of any liability that it may have to any Indemnified Party, its obligations hereunder except to the extent that such failure shall have caused the Indemnifying Party demonstrates that Damages for which the defense of Indemnitor becomes obligated to be greater than such action is prejudiced by Damages would have been had the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives given the Indemnitor prompt notice to the Indemnifying Party of the commencement of such Proceeding, the Indemnifying Party will hereunder. Any Indemnitor shall be entitled to participate in the defense of such Proceeding andaction, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party's claim for indemnification at such Indemnitor's expense, and at its option (subject to the extent limitations set forth below) shall be entitled to assume the defense thereof by appointing counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided further, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that it wishes (unless the fees and expenses of such separate counsel shall be borne by the Indemnified Party, except that the Indemnitor shall pay fees and expenses of separate counsel to the Indemnified Party that (x) are incurred prior to the Indemnifying date the Indemnitor effectively assumes control of such defense or (y) are incurred by the Indemnified Party because the Indemnitor is also a party to such Proceeding action and the Indemnified Party determines in good faith that joint representation would be inappropriate, or ; (yii) the Indemnifying Party fails Indemnitor shall not be entitled to provide reasonable assurance to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnified Party reasonably believes that an adverse determination with respect to the action, lawsuit, investigation, proceeding or claim giving rise to such claim for indemnification would be detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnified Party; (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim or (E) the Indemnified Party reasonably believes that the Loss relating to such claim for indemnification could exceed the maximum amount that such Indemnified Party could be entitled to recover under the applicable provisions of its financial capacity Article IX; and (b) if the Indemnitor assumes control of the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such Proceeding claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and provide indemnification unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Proceeding), to assume the defense of such Proceeding with counsel 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 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless 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 thirty (30) 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 of such Proceeding, in each caseclaim, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)prejudice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified Person under Section 10.2 9.1 or Section 10.3 9.2 (an “Indemnified Person”) of notice of the commencement assertion of any Proceeding third-party claim (which term as used throughout this Section 9.6 shall include, without limitation, any cross-claim or counterclaim) against it, such Indemnified Party willPerson in respect of which the Indemnified Person desires to seek indemnification from an indemnifying person (an “Indemnifying Person”) pursuant to the terms of this Article IX, (i) in the case of any third-party claim brought against any Parent Indemnified Person, Parent shall give written notice of the assertion of such third-party claim to the Shareholder Representative, if a such notice is delivered on or after the Closing, and (ii) in the case of any third-party claim brought against any Company Indemnified Person, the Shareholder Representative (in the event such notice is to be made against an Indemnifying Party under such Section, delivered on or after the Closing) shall give written notice to the Indemnifying Party Parent of the commencement assertion of such third-party claim (any such indemnification notice, an “Indemnification Notice”; and the recipient of such notice pursuant to clauses (i) or (ii) above being the “Indemnifying Person Representative”) of the assertion of such third-party claim; provided, but however, that the failure to notify the Indemnifying Party Person Representative will not relieve the any Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action third-party claim is prejudiced by the Indemnified PartyPerson’s failure to give such noticean Indemnification Notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the The Indemnifying Party of the commencement of such Proceeding, the Indemnifying Party Person Representative will be entitled to participate in the defense of such Proceeding third-party claim and, to the extent that it wishes the Indemnifying Person Representative wishes, by providing written notice thereof (unless “Defense Notice”) to the Indemnified Person within ten (10) Business Days of the receipt of the Indemnification Notice by the Indemnifying Person Representative, to assume the defense of such third-party claim with counsel reasonably satisfactory to the Indemnified Person; provided, however, that the Indemnifying Person Representative will not have the right to assume the defense of such third-party claim in the event (x) (i) the third-party claim relates to or arises in connection with any alleged criminal liability of the Indemnified Person or (ii) the Indemnifying Party Person is also a Person against whom the third-party to such Proceeding claim is made and the Indemnified Party Person reasonably determines in good faith that joint representation would be inappropriate, or and (y) the Indemnified Person notifies the Indemnifying Party fails to provide reasonable assurance to Person Representative in the Indemnification Notice that the facts described in clause (i) or (ii) above are applicable and that the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), Person is electing to assume the defense of such Proceeding with counsel satisfactory third-party claim. (c) After the Indemnifying Person Representative delivers a Defense Notice to the Indemnified Party and, after notice from the Indemnifying Party Person pursuant to the Indemnified Party of its election to assume the defense of such ProceedingSection 9.6(b) above, the Indemnifying Party Person will not, as so long as it the Indemnifying Person Representative diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 IX for any fees of other counsel or any other expenses of the Indemnified Persons with respect to the defense of such proceedingthird-party claim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceeding, other than reasonable costs of investigationthird-party claim. If the Indemnifying Party Person Representative assumes the defense of a Proceedingthird-party claim, (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, regardless of the amount, (ii) no compromise or settlement of such third-party claims may be effected by the Indemnifying Party Person Representative without the Indemnified PartyPerson’s written consent (which may not be unreasonably withheld, delayed or conditioned) unless (x) there is no finding or admission of any violation of law or the rights of any other Person by any Indemnified Person, and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyPerson, and (iii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. . (d) If notice (i) an Indemnification Notice is given delivered to an the Indemnifying Party of the commencement of any Proceeding Person Representative and the Indemnifying Party Person Representative does not, within thirty ten (3010) days Business Days after the Indemnified Party’s notice Indemnification Notice is givenreceived, give notice a Defense Notice to the Indemnified Party of its election Person, or (ii) the Indemnified Person elects to assume the defense of such Proceedingthird-party claim in the Indemnification Notice in accordance with Section 9.6(b) above, the Indemnifying Party will be bound by any determination made in such Proceeding or any no compromise or settlement of such third-party claim may be effected by the Indemnified Party of such Proceeding, in each case, with the consent of Person without the Indemnifying Party Person Representative’s written consent (which may not to be unreasonably withheld, delayed or conditioned) unless (x) there is no finding or admission of any violation of law or the rights of any other Person by any Indemnifying Person, and (y) the sole relief provided is monetary damages that are paid in full by the Indemnified Person, and the Indemnifying Persons will have no liability (and the Escrow Account shall not be available or used to satisfy or pay any such settlement) with respect to any compromise or settlement of such third-party claims effected without its consent. (e) With respect to any third-party claim subject to indemnification under this Article IX: (i) both the Indemnified Person and the Indemnifying Person Representative, as the case may be, shall keep the other Person fully informed in all material respects of the status of such third-party claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (f) With respect to any third-party claim subject to indemnification under this Article IX, the parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any third-party claim in which it has assumed or has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any parties hereto and counsel responsible for or participating in the defense of any third-party claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) Notwithstanding anything set forth above in this Section 9.6 or in any other provision hereof to the contrary, in the event of a third-party claim giving rise to a claim for Damages made by any Parent Indemnified Person based upon or as a result of a claimed breach of the Company’s representations or warranties set forth in Section 3.16, the Shareholder Representative shall be entitled to assume and control the defense of such third-party claim, and no such third-party claim shall be compromised or settled without the written consent of both the Shareholder Representative and Parent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice To seek indemnification, the Purchaser on behalf of the commencement of any Proceeding against it, such Purchaser Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, Parties shall give written notice to the Indemnifying Sellers (i) stating that the Purchaser Indemnified Party has paid, sustained or incurred, or anticipates that it will have to pay, sustain or incur Losses and (ii) specifying in reasonable detail the material facts that form the basis of such indemnification claim and the individual items of Losses included in the amount so stated and, in the case of anticipated Losses, the basis for such anticipated liability, and the nature of the commencement misrepresentation, breach of warranties, covenant or claim to which such claimitem is related, but to the extent known. Notwithstanding anything to the contrary set forth in this Section 7.3(a), any failure to notify the Indemnifying Party will provide such prompt notice shall not relieve the Indemnifying Party of diminish any liability that it may have to any Indemnified Partyindemnification obligations hereunder, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such noticeany material prejudice resulting therefrom. (b) If any Proceeding referred to in Section 10.5(a) claim, demand or liability is asserted by any third party against the any Purchaser Indemnified Party, each Seller shall at its own expense, upon the written request of the Purchaser Indemnified Party, defend any Proceedings 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 (x) 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 (y) 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 Proceeding with counsel 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 10 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 Purchaser Indemnified Party in connection with respect of matters embraced by the defense of such Proceeding, other than reasonable costs of investigationindemnity under this section. If the Indemnifying Party any Seller assumes the defense of a Proceedingdefense, (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, regardless of the amount, (ii) no compromise or settlement of such claims Seller may be effected by the Indemnifying Party without the Indemnified Party’s consent unless 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 not agree to any compromise or settlement of such claims effected without its consentto which the Purchaser Indemnified Party has not consented in writing. If notice is given If, after a request to an Indemnifying Party defend any Proceeding, any Seller neglects to promptly defend or continue the defense of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Purchaser Indemnified Party of its election to reasonably and in good faith, the Purchaser Indemnified Party may assume the defense thereof at the expense of such Proceedingthe Sellers, and a recovery against the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Purchaser Indemnified Party of such Proceeding, suffered by it in each case, with good faith shall be conclusive in its favor against the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Sellers.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of If the Purchaser receives written notice of the commencement of any Proceeding against itby a third party (a “Third Party Claim”), and the Purchaser intends to seek indemnity pursuant to this Clause 6, the Purchaser shall as promptly as practicable provide each Warrantor with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Purchaser in notifying such Indemnified Party will, if a claim is to be made against an Indemnifying Party under Warrantor will relieve such Section, give notice Warrantor from any obligation hereunder unless (and then solely to the Indemnifying Party of the commencement of extent) 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 Warrantor is materially and actually prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 as a result thereof. Such Warrantor shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) 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 (y) 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 Proceeding with counsel satisfactory to the Indemnified Third Party and, after notice from the Indemnifying Party to the Indemnified Party of Claim at its election own expense; provided that such Warrantor shall not be entitled to assume the defense of a Third Party Claim to the extent that the Purchaser reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such ProceedingThird Party Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel selected by such Warrantor, which counsel shall be satisfactory to the Indemnifying Purchaser. Should the Purchaser so elect to assume the defense of a Third Party Claim, such Warrantor will not, as long as it diligently conducts such defense, not be liable to the Indemnified Party under this Article 10 Purchaser for any fees of other counsel legal or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party it in connection with the defense of such Proceeding, other than reasonable costs of investigationthereof. If the Indemnifying Party assumes such Warrantor is conducting the defense of a Proceedingthe Third Party Claim, the Purchaser shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such Third Party Claim. Such Warrantor will keep the Purchaser informed of all material developments relating to or arising in connection with such Third Party Claim. (b) In the event that (i) it will be conclusively established for purposes the relevant Warrantor(s) fail to so assume the defense of this Agreement that any Third Party Claim within 30 days after receipt of notice thereof from the claims made in that Proceeding are within the scope of and subject to indemnification, regardless of the amountPurchaser , (ii) no compromise the relevant Warrantor(s) and the Purchaser are both parties to or settlement subjects of such claims may be effected the proceedings and the Purchaser shall have reasonably concluded that representation of both parties by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and same counsel would be inappropriate due to an actual or potential conflict of interest between them or (iii) in any event, to the Indemnified extent the Third Party will Claim seeks an order, injunction, non-monetary or other equitable relief against the Purchaser which, in the reasonable judgment of the Purchaser , if successful, is reasonably likely to establish a precedential custom or practice that is materially detrimental to the continuing business interests of the Purchaser, the Purchaser shall have no liability with respect the right to undertake the defense of such Third Party Claim and, if such Third Party Claim is one for which the Purchaser is entitled to be indemnified under this Clause 6, such defense of such Third Party Claim shall be at the expense and for the account of the Warrantors. (c) Each Warrantor shall be required to obtain the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned) before consenting to any judgment, entering into or making any settlement, compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the commencement discharge of any Proceeding and Third Party Claim or any liability in respect thereof. (d) Each Warrantor shall not be entitled to control (but shall be entitled to participate at its own expense in) the Indemnifying defense of any Third Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice Claim as to the Indemnified Party of its election which such Warrantor fails to assume the defense within 30 days after receipt of notice thereof from the Purchaser; provided, however, that neither the Purchaser shall make any settlement, compromise, discharge, admission, or acknowledgment that would give rise to any liability on the part of any Warrantor without the prior written consent of such Proceeding, the Indemnifying Party will be bound by any determination made in Warrantor (such Proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned). (e) The reimbursement of fees, costs and expenses required by this Clause 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after Upon receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding Action by a third party (a "Third Party Claim") against it, such Indemnified Party willshall, if a claim is to be made against an Indemnifying Party under such Sectionthis Article IX, give notice to the Indemnifying Party of the commencement of such claimThird Party Claim as soon as practicable, but in no event later than ten (10) days after the Indemnified Party shall have been served, but the failure to so notify the Indemnifying Party will shall 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 it is materially prejudiced by the Indemnified Party’s 's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) a Third Party Claim is brought against an Indemnified Party and it gives proper notice to the Indemnifying Party of the commencement of such ProceedingThird Party Claim, the Indemnifying Party will be entitled to participate in such Proceeding Third Party Claim and, to the extent that it wishes (unless (xi) the Indemnifying Party is also a party to such Proceeding Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding Third Party Claim and provide indemnification with respect to such Proceeding), Third Party Claim) to assume the defense of such Proceeding Third Party 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 ProceedingThird Party Claim, the Indemnifying Party will shall not, as long as it diligently legitimately conducts such defense, be liable to the Indemnified Party under this Article 10 X for any fees of other counsel or any other expenses with respect to the defense of such proceedingThird Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such ProceedingThird Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a ProceedingThird Party Claim, (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 indemnificationno compromise, regardless of the amount, (ii) no compromise discharge or settlement of, or admission of Liability in connection with, such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's written consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or public 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 Damages that are paid in full by the Indemnifying Party, ; (ii) the Indemnifying Party shall have no Liability with respect to any compromise or proposed settlement of such claims effected without its written consent (which consent shall not be unreasonably withheld or delayed); and (iii) the Indemnified Party will shall cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, and shall have no liability the right to participate, at the Indemnified Party's sole expense, in such defense, with counsel selected by it. Should the Indemnified Party withhold consent under clause (i) above, the Indemnifying Party shall have the right, upon notice to the Indemnified Party within ten (10) days of receipt of the Indemnified Party's denial of consent, to pay to the Indemnified Party the full amount of such judgment or settlement, including all interest, costs or other charges relating thereto, and shall pay all attorneys' fees incurred to such date for which the Indemnifying Party is obligated under this Agreement, at which time the Indemnifying Party's rights and obligations with respect to any compromise or settlement of such claims effected without its consentthe Third Party Claim shall cease. If proper notice is given to an Indemnifying Party of the commencement of any Proceeding Third Party Claim for which indemnification is available hereunder and the Indemnifying Party does not, within thirty (30) 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 ProceedingThird Party Claim, the Indemnifying Party will shall be bound by any determination made in such Proceeding Third Party Claim 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 Third Party Claim may adversely affect it other than as a result of monetary Damages for which it could 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 ProceedingThird Party Claim as against the Indemnified Party, in each case, with the consent of but the Indemnifying Party shall not be bound by any determination of a Third Party Claim so defended or any compromise or settlement thereof. (not d) The Indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a Third Party Claim is brought against the Indemnified Party for purposes of any claim that the Indemnified Party may have under this Agreement with respect to such Third Party Claim or the matters alleged therein, and agree that process may be unreasonably withheld, delayed or conditioned)served on the Indemnifying Party with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 10.1 of notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim is to be made against an Indemnifying a Party under such SectionSection (such Party being referred to herein as the “Indemnifying Party”), 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a10.1(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, and shall assume the defense of such Proceeding with counsel reasonably satisfactory to the extent that it wishes Indemnified Party (unless (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation pursuant to an opinion of counsel would be inappropriateunethical, or (yii) 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 Proceeding with counsel 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, and the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article ARTICLE 10 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 investigation. If the Indemnifying Party assumes the defense of a 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, regardless of the amount, (ii) no No compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (not to be unreasonably withheld) unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Indemnified Party 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 So long as the Indemnified Party is given to an Indemnifying Party of the commencement of any Proceeding defending and the Indemnifying Party does not, within thirty (30) days after indemnifying the Indemnified Party’s notice is given, give notice to both the Indemnified Party of its election to assume the defense of such Proceeding, and 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 Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of Proceeding and the Indemnifying Party shall be relieved of any further obligations hereunder with a respect thereto and the Indemnifying Party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) The Parties hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, the Indemnified Party shall notify the other Parties obligated to indemnify such Indemnified Party will, if a claim is to be made against an (the “Indemnifying Party under such Section, give notice to the Indemnifying Party Party”) of the commencement of such the 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a10.2(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such the Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding andshall, to the extent that it wishes (unless (x) 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 (y) 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 Proceeding with counsel satisfactory to the Indemnified Party and, after upon written 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 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless 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 thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election be entitled to assume the defense of the Proceeding. If the Indemnifying Party elects to assume the defense of a Proceeding, the Indemnified Party shall turn the Proceeding over to the Indemnifying Party, who shall, at its own expense, assume the defense of the Proceeding and the Indemnified Party shall have the right (but not the obligation) to participate, at its own expense, in the defense thereof by counsel of its own choice, and shall cooperate with and assist the Indemnifying Party in connection with the defense or contest, but the Indemnifying Party shall retain control thereof and have final authority to determine all [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. matters in connection therewith. Notwithstanding the foregoing, (i) the Indemnifying Party shall have the right to control the defense, litigation and settlement of the action only if the Indemnifying Party has agreed in writing to be responsible for all costs, expenses, judgments and liabilities connected with the claim, (ii) the Indemnifying Party shall not enter into any settlement of any Proceeding unless such settlement is contingent upon obtaining a general release in form and substance acceptable to the Indemnified Party releasing the Indemnified Party from all Liabilities in such Proceeding, and (iii) the Indemnifying Party will be bound by shall not enter into any determination made in settlement of any Proceeding if such Proceeding settlement grants any injunctive or any compromise or settlement effected by equitable relief unless the Indemnified Party of has consented in writing to such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)settlement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Person described in Section 10.2 8.2 or Section 10.3 8.3 of notice of the commencement of any Proceeding against it, including reasonable details as to the basis for such claim (to the extent within the Knowledge of the Indemnified Person), such Indemnified Party Person 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 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 that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a8.5(a) is brought against an Indemnified Party Person 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 (x) the Indemnifying Party is also a indemnifying party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person 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 Person under this Article 10 8 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation; provided that if the indemnifying party is also a party to such Proceeding and, under applicable standards of professional conduct, joint representation of the Indemnified Person and the indemnifying party would be inappropriate, then the Indemnified Person shall be entitled to retain separate counsel whose fees and expenses shall be paid by the indemnifying party. If the Indemnifying Party indemnifying party assumes the defense of a 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's consent not to be unreasonably withheld unless (A) there is no finding or admission of any violation of 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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iiiii) the Indemnified Party Person 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person 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 Party of such Proceeding, in each case, Person. The Indemnified Person shall provide its reasonable cooperation with the indemnifying party in connection with the defense of a proceeding assumed by the indemnifying party hereunder, including the provision of information reasonably requested by the indemnifying party. (c) The Company and the Investor hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought 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 Indemnifying Party (not matters alleged therein, and agree that process may be served on the Company and the Investor with respect to be unreasonably withheld, delayed or conditioned)such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 9.2 or Section 10.3 9.3 of a notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim for Damages ("CLAIM") is to be made against an any Indemnifying Party under such Sectionsection, give notice to the Indemnifying Party of the commencement of such claimProceeding, 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 Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding proceeding referred to in Section 10.5(a9.6(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 (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party reasonably determines in good faith that joint representation would be inappropriate, or (yii) 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 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 10 Section 9.6 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 investigation. If the Indemnifying Party assumes the defense of a 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, regardless of the amount, (ii) no compromise or settlement of such claims may Claims shall be effected by the Indemnifying Party without the Indemnified Party’s 's consent, which consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, shall not be unreasonably withheld; and (iiiii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims 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 thirty fifteen (3015) 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. So long as the Indemnifying Party is defending any such Proceeding actively and in good faith, the Indemnified Party shall not settle or compromise any Claims made therein. The Indemnified Party shall make available to the Indemnifying Party and its Representatives all records and other materials required by them and in the possession or under the control of such Proceedingthe Indemnified Party, in each case, with for the consent use of the Indemnifying Party and its Representatives in defending any such Proceeding, and shall in all other respects give reasonable cooperation in such defense. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may materially and adversely affect it 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 to 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, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 12.5.1. If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (aan "Indemnitee") Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of receives notice of the commencement of any Proceeding against it, such Indemnified Party will, if by any Person who is not a claim is party to be made against this Agreement or an Indemnifying Party under such Section, give notice to the Indemnifying Party of the commencement Affiliate of such claima party (a "Third Party Claim") against such Indemnitee for which a party hereto is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify the Indemnifying Party will Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates Indemnitor establishes that the defense of such action Third Party Claim is actually prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) If any Proceeding referred to . The Third Party Claim Notice will describe the Third Party Claim in Section 10.5(a) is brought against an Indemnified Party reasonable detail and it gives notice to will indicate the Indemnifying Party estimated amount, if reasonably practicable, of the commencement of such ProceedingDamages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 12.5, the Indemnifying Party Indemnitor will be entitled to participate in such Proceeding and, to have the extent that it wishes (unless (x) 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 (y) 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), right to assume the defense of such Proceeding any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party Indemnitee) by giving to the Indemnified Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than 30 calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim involves matters, or seeks an order, injunction or other equitable relief against the Indemnitee, which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, financial condition or prospects of the Indemnitee or otherwise have a Material Adverse Effect. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its election own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the 30 calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of such Proceedingthe Third Party Claim, the Indemnifying Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel all Damages paid 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 investigationtherewith. 12.5.2. If the Indemnifying Party Indemnitor assumes the defense of a Proceedingthe Third Party Claim, the Indemnitor shall not compromise or settle such claim without the Indemnitee's consent unless (a) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, (ib) 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Indemnitor and (iiic) the Indemnified Party will have no settlement includes as an unconditional term a complete release of each Indemnitee from all liability with in respect to any compromise or settlement of such claims effected without its consentclaim. 12.5.3. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume Each Indemnitor who assumes the defense of a Third Party Claim shall use reasonable efforts to diligently defend 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt If any person shall claim indemnification hereunder arising from any claim or demand by any person (other than a party to this Agreement) against an Indemnified Party or the commencement of any litigation asserting a claim by an independent party which may give rise to any indemnification to an Indemnified Party under the provisions of this Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it8 (a “Third Party Claim”), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, shall give notice to the party from whom indemnification is sought (the “Indemnifying Party Party”) written notice of the commencement basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail, as promptly as is practicable after obtaining knowledge of such claim, but demand or litigation. The failure of the failure Indemnified Party to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that which may materially adversely affect the defense of such action is prejudiced transactions contemplated by this Agreement or the Indemnified Party’s failure to give such noticeother Transaction Documents. (bii) If any Third Party Claim Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party by a third party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to this Section 8, the Indemnifying Party will shall, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless (xA) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this Section 8, (B) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (C) if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except the fees and expense of the Indemnified Party’s counsel as set forth in connection with the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). If the Indemnifying Party assumes the defense of a Proceeding, the Indemnifying Party shall defend any such Third Party Claim in such manner as it may deem appropriate, including, without limitation, settling such Third Party Claim or litigation (i) it will subject to the consent of the Indemnified Party, which shall not be conclusively established for purposes unreasonably withheld), after giving the Indemnified Party reasonable notice of the same, on such terms as the Indemnifying Party may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party in accordance with the provisions of this Agreement Section 8; provided that the claims made Indemnifying Party shall furnish the Indemnified Party with copies of all pleadings and other material documents in that connection with any such Third Party Claim or Proceeding are within and the scope Indemnified Party shall be consulted about (although not in control of) such Third Party Claim or Proceeding. The Indemnified Party shall make available to the Indemnifying Party such books and records as the Indemnifying Party may reasonably require in connection with such defense. If the Indemnifying Party assumes the defense of and subject to indemnification, regardless of the amounta Third Party Claim Proceeding, (iiX) no compromise or settlement of such claims the Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (1) there is no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party and such settlement has no adverse effect on any other claims that may be made against the Indemnified Party and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iiiY) the Indemnified Party will shall have no liability to the Indemnifying Party with respect to any compromise or settlement of such claims effected without its consent. . (iii) If (A) notice is given to an Indemnifying Party of the commencement of any Third Party Claim or a Proceeding by a third party making a claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its the Indemnifying Party’s election to assume the defense of such Proceeding, claim or Proceeding or (B) an Indemnified Party determines in good faith that there is a reasonable probability that a third party intends to commence a claim or Proceeding which may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement effected by of such third party’s claim; provided that the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against such Proceeding, in each case, with the consent of Third Party Claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or related to such Third Party Claim. The Indemnifying Party may elect to participate in such third party claim Proceedings, negotiations or defense at any time at its own expense and upon giving the Indemnified Party notice of its election to so participate, the Indemnified Party shall provide the Indemnifying Party with the pleadings, documents, books, and records and shall consult with the Indemnifying Party. (iv) With respect to any Third Party Claim subject to indemnification under this Section 8, (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other person fully informed of the status of such Third Party Claim and any related Proceedings at all stages thereof if such person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (v) With respect to any Third Party Claim subject to indemnification under this Section 8, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with Applicable Law), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be unreasonably withheld, delayed made so as to preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party hereunder, give notice to the Indemnifying Party indemnifying party of the 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 that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceedingproceeding, the Indemnifying Party indemnifying party will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 9 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 Person in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the Indemnifying Party indemnifying party assumes the defense of a Proceedingproceeding, (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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iii) the Indemnified Party Person 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 indemnifying party of the commencement of any Proceeding proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s such notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will be bound by any determination made in such Proceeding proceeding or any compromise or settlement effected by the Indemnified Party Person. Notwithstanding the foregoing, the filing of such Proceeding, an answer by the indemnifying party in each case, with order to preserve the consent rights of the Indemnifying Indemnified Party due to a filing deadline shall not in itself constitute its election to assume the defense of a claim hereunder. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the indemnifying party will not to 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, delayed or conditioned). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a proceeding is brought 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 agrees that process may be served on Seller with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 5.1 or Section 10.3 5.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a5.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, or (y) 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 Proceeding claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 5.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty (30) twenty days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected or expenses incurred without its consent (which consent may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.4.1. Promptly after receipt by an Indemnified Party Person under Section 10.2 9.2 or Section 10.3 9.3 of notice of the commencement of any Proceeding claim (a “Proceeding”) against it, such Indemnified Party willPerson shall, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionsection, give notice to the Indemnifying Party indemnifying party of the 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 that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) 9.4.2. If any Proceeding proceedings referred to in Section 10.5(a) 9.4.1 is brought against an Indemnified Party Person and it gives give notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will indemnifying party shall, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (y) 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 Proceeding with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person 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 Person under this Article 10 9 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 Person 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified PartyPerson’s consent unless (A) there is no finding or admission of any violation of 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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consentthe consent of such Indemnified Person. If notice is given In no event will the Indemnified Person consent to an Indemnifying Party of the commencement entry of any judgment or enter into any settlement with respect to a Proceeding and without the Indemnifying Party does not, within thirty (30) 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 of such Proceeding, in each case, with the prior written consent of the Indemnifying Party (Person, which consent shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 5.2 or (to the extent provided in the last sentence of Section 10.3 5.3) Section 5.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party the Company under such Section, give notice to the Indemnifying Party Company of the commencement of such claim, but the failure to notify the Indemnifying Party Company will not relieve the Indemnifying Party Company of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Company demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnifying Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a5.5(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Company of the commencement of such 35. Proceeding, the Indemnifying Party Company will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Company is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Indemnified Person fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Company to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Company will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 5 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Company assumes the defense of a 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Company without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of 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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Company; and (iii) the Indemnified Party Person 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 the Company of the commencement of any Proceeding and the Indemnifying Party Company does not, within thirty (30) ten days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Company will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. Any settlement or payment by the Company of any claim for indemnification hereunder shall be approved by a majority of the Company's directors who are not designated by the holder or holders of the Series A Preferred Shares pursuant to Section C.2.c.i.A of the Certificate of Designation. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Company, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with 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 of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 or Section 10.3 9.2 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Indemnified Person under such Section, give notice to the Indemnifying Party Majority Shareholder of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party Majority Shareholder of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a9.4(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Majority Shareholder of the commencement of such Proceeding, Majority Shareholder will, unless the Indemnifying Party will claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes ((i) unless (x) the Indemnifying Party Majority Shareholder is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party Majority Shareholder fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such ProceedingProceeding and (ii) except in the case of Section 9.2(e)), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Majority Shareholder to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Majority Shareholder will not, as long as it diligently conducts such defense, be liable to the Indemnified Party indemnified party under this Article 10 IX 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 Person(s) in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Majority Shareholder assumes the defense of a Proceeding, (i) it will be conclusively established for purposes no compromise, settlement or consent to the entry of this Agreement that the claims made judgment in that Proceeding are within the scope of and subject to indemnification, regardless of the amount, (ii) no compromise or settlement respect of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person(s)' consent unless (A) there is no finding or admission of any violation of 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 Person(s), (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Majority Shareholder and (iiiC) such compromise, settlement or consent to the entry of judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person(s) a release from all liability with respect to such claims; and (ii) the Indemnified Party Person(s) 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 Majority Shareholder of the commencement of any Proceeding and the Indemnifying Party Majority Shareholder does not, within thirty fifteen (3015) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Majority Shareholder will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to Majority Shareholder, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the but Majority Shareholder will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned). (d) Majority Shareholder hereby consents 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 Majority Shareholder with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified In the case of a Third Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itClaim, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, give notice to the Indemnifying Party shall have the right, at its expense, to control the negotiation, settlement or defence of the commencement Third Party Claim, through counsel of its choice (such claimcounsel to be acceptable to the Indemnified Party, but acting reasonably); provided, however, that notwithstanding the failure to notify foregoing, the Indemnifying Party will shall not relieve be permitted to assume control of the Indemnifying negotiation, settlement or defence of the Third Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Claim if such Third Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such noticeClaim involves criminal liability. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Proceedingelects to assume control as contemplated in Subsection 9.9(a), the Indemnifying Party will be entitled shall reimburse the Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses incurred as a result of such assumption. The Indemnified Party shall continue to have the right to participate in the negotiation, settlement or defence of such Proceeding andThird Party Claim and to retain counsel to act on its behalf, to provided that the extent that it wishes (fees and disbursements of such counsel shall be paid by the Indemnified Party unless (x) the Indemnifying Party is also a party consents to the retention of such Proceeding counsel at its expense or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party determines in good faith that joint and the representation would be inappropriate, or (y) of both the Indemnifying Party fails to provide reasonable assurance to and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), in which case the fees and disbursements of such counsel of the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall co-operate with the Indemnifying Party so as to permit the Indemnifying Party to conduct and control such negotiation, settlement and defence and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its financial capacity personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any such Proceeding Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and provide indemnification the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Proceeding)Third Party Claim. (c) If the Indemnifying Party assumes the defence of a Third Party Claim, it shall be deemed to assume the defense of such Proceeding with counsel satisfactory have acknowledged its obligation to indemnify and hold the Indemnified Party andharmless with respect to such Third Party Claim. (d) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after notice from demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any Losses of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of its election to assume the defense difference from the Third Party, pay the amount of such Proceeding, difference to the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to with interest at the Indemnified then current Court Order Interest Act rate. (e) The Indemnifying Party under this Article 10 for shall not settle any fees of other counsel Third Party Claim or conduct any other expenses with respect to the defense of such proceedingrelated legal or administrative proceeding in a manner which would, in each case subsequently incurred by the Indemnified Party in connection with the defense opinion of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party will acting reasonably, 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 thirty (30) days after a material adverse impact on 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after a. After receipt by an Indemnified Party Indemnitee under this Section 10.2 or Section 10.3 15. of notice of the commencement of any Proceeding against it, such Indemnified Party willIndemnitee shall, if a claim is to be made against an Indemnifying Party under such SectionIndemnitor hereunder, promptly give notice to the Indemnifying Party Indemnitor of the commencement of such claimclaim (including all documents and other information which the Indemnitee has with respect thereto), but the failure to notify the Indemnifying Party will Indemnitor shall not relieve the Indemnifying Party Indemnitor of any liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) b. If any Proceeding referred to in Section 10.5(a) the preceding subsection is brought against an Indemnified Party Indemnitee and it gives notice to the Indemnifying Party Indemnitor of the commencement of such Proceeding, the Indemnifying Party Indemnitor will be entitled to participate in such Proceeding and, to the extent that it wishes wants (unless (xi) the Indemnifying Party Indemnitor is also a party to such Proceeding and the Indemnified Party Indemnitee determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Indemnitor fails to provide reasonable assurance to the Indemnified Party Indemnitee of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), ) to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Indemnitee and, after notice from the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee of its election to assume the defense of such Proceeding, the Indemnifying Party Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Indemnitee under this Article 10 Section 15. 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 Indemnitee in connection with the defense of such Proceeding, other than reasonable and necessary costs of investigation. If the Indemnifying Party Indemnitor assumes the defense of a 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, regardless of the amount, indemnification under this Section 15.; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Indemnitor without the Indemnified Party’s Indemnitee's consent unless (y) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, and (z) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Indemnitor; and (iii) the Indemnified Party Indemnitee 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 Indemnitor of the commencement of any Proceeding and the Indemnifying Party Indemnitor does not, within thirty ten (3010) calendar days after the Indemnified Party’s Indemnitee's notice is given, give notice to the Indemnified Party Indemnitee of its election to assume the defense of such Proceeding, the Indemnifying Party Indemnitor will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Indemnitee. c. Notwithstanding the foregoing, if an Indemnitee 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 Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with but the Indemnitor will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 7.2, 7.4, or (to the extent provided in the last sentence of Section 10.3 7.3 Section 7.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Person under such Section, give notice to the Indemnifying Party Persons of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnifying Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.9(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Person of the commencement of such Proceeding, the Indemnifying Party will Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Person is also a party to such Proceeding and the Indemnified Party determines Persons determine in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 11 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 indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Person assumes the defense of a 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of 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, Person; and (iii) the Indemnified Party Person 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 Person of the commencement of any Proceeding and the Indemnifying Party Person does not, within thirty (30) 15 days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of but the Indemnifying Party Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) Notwithstanding the provisions of Section 8.4, Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought 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 Sellers with respect to such a claim on their agent for service of process set forth in Section 8.3. (e) Each Seller agrees to promptly notify Buyer in writing of the commencement of any Proceeding of which it acquires Knowledge which, if Buyer had Knowledge thereof, would entitle Buyer, as an Indemnified Party, to give notice to an Indemnifying Persons pursuant to Section 7.8(a). (f) The Company will pay up to an aggregate of the first $50,000 of the reasonable attorneys' fees and disbursements incurred by the Company in defending against claims subject to indemnification by the Sellers under Section 7.8. This amount shall benefit the Sellers and is not reimbursable by Sellers to the Company.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 11.2 or Section 10.3 11.3 (an “Indemnified Party”) of notice of the commencement of any Proceeding against itthird-party claim that may give rise to an indemnification obligation under this Article XI, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, will give notice to the each party against whom indemnity may be sought (an “Indemnifying Party Party”) in writing of the commencement of such claimclaim together with the estimated amount of such claim (if known), but the failure to notify and the Indemnifying Party will not relieve or Parties shall have the right to assume the defense (at the Indemnifying Party or Parties’ expense) of any liability that it may have to such claim through counsel of the Indemnifying Party’s or Parties’ own choosing by so notifying the Indemnified Party within thirty (30) days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. Failure to give notice of commencement of a claim shall not affect the indemnification obligations hereunder except to the extent that of actual and material prejudice. Each Indemnified Party shall have the Indemnifying Party demonstrates that right to employ separate counsel in such claim and participate in the defense thereof, but the fees and expenses of such action is prejudiced by counsel shall be at the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an expense of each 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: (unless (xi) the Indemnifying Party is also a party has agreed to pay such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, expenses; or (yii) 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), has failed promptly to assume the defense of such Proceeding with and employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include any Indemnified Party and, after notice from and the Indemnifying Party to the Indemnified Party or an Affiliate 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 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest may exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided that, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clause (i), (ii) or (iii) above, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which counsel shall be designated by such Indemnified Party. Without the consent of the Indemnified Party, the Indemnifying Party or Parties shall not consent to, and the Indemnified Party will have no liability shall not be required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all Liability with respect to any compromise such claim by each claimant or settlement plaintiff to each Indemnified Party that is the subject of such claims effected without its consentthird-party claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an Indemnified Party. If notice is given to an Indemnifying Party of the commencement of any Proceeding a claim and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding claim or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding against itsuch Indemnified Person, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Seller under such SectionSection 7.2, give notice notice, setting forth the factual basis for such claim in reasonable detail to the Indemnifying Party extent known, to the Seller of the commencement of such claim, but the failure to notify the Indemnifying Party Seller will not relieve the Indemnifying Party Seller of any liability that it Seller may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action Seller is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.3(a) is brought against an Indemnified Party Person and it such Indemnified Person gives notice to the Indemnifying Party Seller of the commencement of such Proceeding, the Indemnifying Party Seller will be entitled to participate in such Proceeding and, to the extent that it Seller wishes (unless (xi) the Indemnifying Party Seller is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Seller fails to provide reasonable assurance to the Indemnified Party Person of its Seller’s financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the such Indemnified Party Person and, after notice from the Indemnifying Party Seller to the Indemnified Party Person of its Seller’s election to assume the defense of such Proceeding, the Indemnifying Party Seller will not, as long as it Seller diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 VII 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Seller assumes the defense of a 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Seller without the Indemnified Party’s Person's consent (not to be unreasonably withheld, delayed or conditioned) unless the sole relief provided (A) there is monetary damages that are paid in full by the Indemnifying Partyno finding or admission of any violation of Legal Requirements, and (iiiB) there is no liability or restriction on the Indemnified Person; and (ii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its such Indemnified Person’s consent. If notice is given to an Indemnifying Party Seller of the commencement of any Proceeding and the Indemnifying Party Seller does not, within thirty (30) 20 days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its Seller’s election to assume the defense of such Proceeding, the Indemnifying Party Indemnified Person shall diligently conduct the defense and Seller will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Person.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding, if such Indemnified Person would reasonably be expected to be entitled to indemnification under this Section 18 in connection with such Proceeding against it(or promptly following any determination to such effect, if later than the commencement of the related Proceeding), such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionsection, give written notice to the Indemnifying Party indemnifying party of the 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 that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnifying Person's failure to give such notice. (b) If any Proceeding referred notice is given to in an indemnifying party pursuant to Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Proceeding18.8(a), the Indemnifying Party will be entitled to participate in such Proceeding andindemnifying party may, to the extent that if it wishes so elects (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party Person and to RTI Opco, as applicable, and, after written notice from the Indemnifying Party indemnifying party to the Indemnified Party Person and to RTI Opco, as applicable, 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 Person or to RTI Opco, if applicable, under this Article 10 Section 18 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 Person or RTI Opco, as the case may be, 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 ProceedingProceeding in accordance with the preceding sentence, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's and RTI Opco's consent (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of 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 Person, and (ii) 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 consentindemnifying party. If written notice is given to an Indemnifying Party indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty (30) 20 days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person and to RTI Opco, as applicable, 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 reasonably effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person or RTI Opco 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 (in the case of an Indemnified Person) it would be entitled to indemnification under this Agreement, the Indemnified Person or RTI Opco may, by written notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such ProceedingProceeding at such Indemnified Person's cost and expense, in each case, with but the indemnifying party will not be bound by any compromise or settlement effected without its consent of the Indemnifying Party (which consent will not to be unreasonably withheld, delayed withheld or conditioneddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party under such SectionIndemnitor, give notice to the Indemnifying Party such Indemnitor of the commencement of such claim, but the failure to notify the Indemnifying Party such Indemnitor will not relieve the Indemnifying Party such Indemnitor of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party such Indemnitor demonstrates that the defense of such action is materially prejudiced by the Indemnified Partysuch Indemnitor’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a5.6(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party an Indemnitor of the commencement of such Proceeding, the Indemnifying Party such Indemnitor will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party such Indemnitor is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, inappropriate or (yii) the Indemnifying Party such Indemnitor fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party such Indemnitor to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party such Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 5 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party such Indemnitor assumes the defense of a 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party such Indemnitor without the Indemnified PartyPerson’s consent unless (A) there is no finding or admission of any violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, such Indemnitor; and (iii) the Indemnified Party Person 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 the respective Indemnitor of the commencement of any Proceeding and the Indemnifying Party such Indemnitor does not, within thirty (30) ten days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party such Indemnitor will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the respective Indemnitor, assume the exclusive right to defend, compromise or settle such Proceeding, in each case, with the but such Indemnitor will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly In order for a Covenant Indemnified Person or a Stockholder Indemnified Person (the "Indemnified Person") to be entitled to any indemnification provided for under Section 5.2 or Section 5.3 of this Agreement in respect of, or arising out of, a Third Party Claim, such Indemnified Person must notify the Party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within ten (10) business days after receipt by an the Indemnified Party under Section 10.2 or Section 10.3 Person 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 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 shall have been prejudiced as a result of such failure (except that the defense of such action is prejudiced by Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party’s failure Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Party, within five (5) business days after receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim. (b) If any Proceeding referred to in Section 10.5(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 ProceedingPerson, the Indemnifying Party will be entitled to participate in such the related Proceeding and, if it so chooses, assume and control the defense of such Third Party Claim with counsel satisfactory to the extent Indemnified Person; provided, however, that it wishes the Indemnifying Party shall not be entitled to assume and control the defense of such Proceeding if (unless (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity and willingness to actively and appropriately defend such Proceeding Proceedings and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Third 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 10 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 investigationClaim. If the Indemnifying Party assumes the defense of a Proceedingsuch Third Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are Third Party Claim is within the scope of and subject to indemnification, regardless of the amount, ; (ii) no compromise or settlement of such claims the Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Person's consent; and (iii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims Third Party Claim effected without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding a Third Party Claim and the Indemnifying Party does not, within thirty twenty (3020) days after the Indemnified Party’s such notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such ProceedingThird Party Claim (to the extent permitted pursuant to Section 5.4(a)), the Indemnifying Party will be bound by any determination made in such any related Proceeding or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third Party Claim 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with Third Party Claim at the consent sole cost and expense of the Indemnifying Party. (d) The Stockholders hereby consent to the non-exclusive jurisdiction of any court in which a Third Party (not Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Third Party Claim or the matters alleged therein, and agree that process may be unreasonably withheld, delayed or conditioned)served on the Stockholders with respect to such Third Party Claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Party shall claim indemnification hereunder arising from any Claim of a third party, the Party seeking indemnification (the "Indemnified Party") shall notify in writing the Party from which indemnification is sought (the "Indemnifying Party") of the basis for such Claim, setting forth the nature of the Claim in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 10.3 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action Claim is materially prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 11.5(a), the Indemnifying Party will shall be entitled to participate in such Proceeding proceeding and, to the extent that it wishes wishes, to assume the defense of such proceeding, if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, (ii) the Indemnifying Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iii) if the Indemnifying Party is also a party to such Proceeding and the Indemnified proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the inappropriate because of a conflict in interest. 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 Proceeding with counsel 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 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingshall, in each case subsequently incurred its sole discretion, have the right to employ separate counsel (who may be selected by the Indemnified Party in connection its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such Proceeding, other than reasonable costs of investigationClaim. If the Indemnifying Party assumes the defense of a Proceedingproceeding, (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, regardless of the amount, (ii) no compromise or settlement of such claims Claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent 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 . (iiic) If (i) the Indemnified Party will have no liability with respect gives notice to any compromise or settlement of such claims effected without its consent. If notice is given to an the Indemnifying Party of the commencement of any Proceeding third-party legal proceeding and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s 's notice is given, give notice to the Indemnified Party of its the Indemnifying Party's election to assume the defense of such Proceedinglegal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 11.5(b) above become unsatisfied or (iii) an Indemnified Party determines in good faith that there is a reasonable probability that a legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement effected by of such claim; provided that the Indemnifying Party shall reimburse the Indemnified Party for the Indemnified Party's costs of such Proceeding, in each case, with defending against the consent of third-party claim (including reasonable attorneys' fees and expenses) and the Indemnifying Party (not shall remain responsible for any indemnifiable amounts arising from or related to be unreasonably withheldsuch third-party claim to the fullest extent provided in this Article XI. The Indemnifying Party may elect to participate in such legal proceedings, delayed negotiations or conditioned)defense at any time at its own expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Indemnitee under Section 10.2 or Section 10.3 7.01 and 7.03, of notice of the commencement of any Proceeding proceeding against itit by a third party, such Indemnified Party Indemnitee will, if a claim is to be made against an Indemnifying Party or indemnification under any such Section, give notice to the Indemnifying Party indemnifying party (the "Indemnitor") of the commencement of such claim, but the failure to notify the Indemnifying Party Indemnitor will not relieve the Indemnifying Party Indemnitor of any liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party Indemnitor demonstrates that the defense of such action is has been prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) If any Proceeding proceeding referred to in this Section 10.5(a) 7.05 is brought against an Indemnified Party Indemnitee and it gives notice to the Indemnifying Party Indemnitor of the commencement of such Proceedingproceeding, the Indemnifying Party Indemnitor will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (x) 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 (y) 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 Proceeding proceeding with counsel reasonably satisfactory to the Indemnified Party Indemnitee and, after notice from the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Indemnitee under this Article 10 Section 7.05 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 Indemnitee in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. . (c) If the Indemnifying Party Indemnitor assumes the defense of a Proceedingproceeding, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Indemnitor without the Indemnified Party’s Indemnitee's consent unless which shall not be unreasonably withheld or untimely delayed, unless (a) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, and (b) the sole relief provided is monetary damages that are or other consideration to be paid or satisfied in full by the Indemnifying Party, Indemnitor; and (iiiii) the Indemnified Party Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. consent which shall not be unreasonably withheld or untimely delayed. (d) If notice is given to an Indemnifying Party Indemnitor of the commencement of any Proceeding proceeding and the Indemnifying Party Indemnitor does not, within thirty ten (3010) days after the Indemnified Party’s Indemnitee's notice is given, give notice to the Indemnified Party Indemnitee of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party Indemnitor will be bound by any determination made in such Proceeding proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Indemnitee.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 this Article XII of notice of a claim against it for indemnification brought under this Article XII (a "Claim"), the commencement of any Proceeding against it, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such SectionParty, give prompt written notice to the Indemnifying Indemnified Party of the commencement of such claimClaim, but the failure to promptly notify the Indemnifying Indemnified Party will not relieve the Indemnifying Indemnified 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 prejudice by the Indemnified Indemnifying Party’s 's failure to give such prompt notice. Such notice shall contain a description in reasonable detail of facts upon which such Claim is based and, to the extent known, the amount thereof. (b) If any Proceeding Claim referred to in Section 10.5(a) this Article XII is brought made by a third party against an Indemnified Party and it such Indemnified Party gives written notice to the Indemnifying Party of the commencement of such ProceedingClaim, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would defense of Claim but under all circumstances HCCH shall be inappropriate, or (y) 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), entitled to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Claim and, after notice from thereafter, if HCCH has so assumed 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, no other party hereto will be liable to the Indemnified Party under this Article 10 XII for any fees of other counsel or any other expenses with respect to the defense of such proceeding, the Claim in each case subsequently incurred by the Indemnified Party in connection with the defense of the Claim unless such Proceeding, other than reasonable costs of investigationparty elects to retain its separate counsel. If HCCH is not the Indemnifying Party assumes the defense of a Proceedingand elects, (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 indemnificationwriting, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless 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 thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election not to assume the defense of such Proceedingdefense, the Indemnifying Party shall assume the defense and HCCH will not be bound by liable for any determination made in such Proceeding fees or any compromise or settlement effected by expenses with respect to the Indemnified Party of such Proceeding, in each case, with the consent Defense of the Indemnifying Party (not Claim, unless HCCH elects to be unreasonably withheld, delayed or conditioned)retain its separate counsel.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it such Indemnified Person gives notice to the Indemnifying Party of the commencement of a proceeding with respect to such claim (a "Proceeding"), the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party to the Indemnified Party Person 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 Person under this Article Section 10 for any fees of other counsel (other than in the circumstances provided in subclause (i) above) 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 Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of any such claims claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty twenty (3020) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person and will be liable for all expenses if it wrongfully failed to assume such defense. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed ) or conditioned)delayed.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.1 or 10.2 or Section 10.3 of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, or (y) 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 Proceeding claim with counsel reasonably satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article SECTION 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceeding, other than reasonable costs of investigationclaim. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty twenty (3020) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itProceeding, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party pursuant to this Article 10, give notice to the Indemnifying Party indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any the Indemnified Party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give provide such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it such Indemnified Party gives notice to the Indemnifying Party indemnifying party (“Claims Notice”) of the commencement of such Proceeding, the Indemnifying Party will indemnifying party will, unless the Proceeding involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance assurances 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 Proceeding with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party indemnifying party to the 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 under this Article 10 Section 10.6 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 investigation. If the Indemnifying Party indemnifying party assumes the defense of a Proceedingproceeding, (iy) it will be conclusively established for purposes of this Agreement that the claims made in that the Proceeding are within the scope of and subject to indemnification, regardless of the amount, indemnification in accordance with this Article 10; and (iiz) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s consent unless (I) there is no finding or admission of any violation of 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 (II) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iiiIII) 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s notice is givenprovided, 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 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, in each case, with but the indemnifying party will not be bound by the determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld). If the indemnifying party does not assume the defense of any claim or litigation, delayed any Indemnified Party may defend against such claim or conditioned)litigation in such manner as it may deem appropriate, including the settlement of such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party will promptly reimburse the Indemnified Party in accordance with the provisions hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after -------------------------------------------------- receipt of notice by an Indemnified Party of any claim against it which, if valid, would entitle it to indemnification under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it11.1, such Indemnified Party willsaid Party, if a claim is to be made against an Indemnifying Party under it desires such Sectionindemnification, shall give prompt 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 the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action claim is prejudiced by the Indemnified Party’s 's failure to give such prompt notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to . Unless 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 (xa) the Indemnifying Party is also a party to such Proceeding claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, inappropriate or (yb) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding claim and provide indemnification with respect to such Proceeding)claim, it will be entitled to participate in the defense of such claim and to the extent that it wishes to assume the defense of such Proceeding 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 ProceedingParty, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 11.1 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, 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 Proceedingclaim, (ix) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are claim is within the scope of and subject to indemnification, regardless of the amount, ; (iiy) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s party's consent unless (i) 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, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, 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 a claim and the Indemnifying Party does not, within thirty ten (3010) 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 Proceedingclaim, the Indemnifying Party will be bound by any determination made in of such Proceeding claim, or any compromise or settlement effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim for which it would be entitled to indemnification under this Agreement may adversely affect it or its affiliates other than as a result of monetary damages, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed ). Each Indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such claim or conditioned)other matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 SECTION 9.2 or Section 10.3 SECTION 9.4 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 Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(aSECTION 9.9(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 will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) 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 (yii) 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 Proceeding with counsel 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 10 SECTION 9.9 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 investigation. If the Indemnifying Party assumes the defense of a Proceeding, (iA) 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, regardless of the amount, ; (iiB) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent unless (i) there is no finding or admission of any violation of 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 (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiC) 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 thirty (30) ten business 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, in each case, with the consent of 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 to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Indemnified Party under Section 10.2 or Section 10.3 of Person receives notice of the assertion or commencement of any Proceeding made or brought by or on behalf of any Person who is not a Party or an Affiliate of a Party (a “Third-Party Claim”) against it, such Indemnified Party will, if a claim is Person with respect to be made against an Indemnifying Party under such Section, give notice to which the Indemnifying Party of Person is obligated to provide indemnification under this Agreement, then such Indemnified Person shall give the commencement Indemnifying Person prompt written notice of such claim, but Third-Party Claim in the form of a Claim Notice. The failure to notify the Indemnifying Party give such prompt written Claim Notice will not not, however, relieve the Indemnifying Party Person of any liability that it may have to any Indemnified Partythe Indemnifying Person’s indemnification obligations, except and only to the extent that the Indemnifying Party demonstrates that the defense Person is materially prejudiced by reason of such action is prejudiced by the Indemnified Party’s failure to give such noticefailure. (b) If any Proceeding referred The Indemnifying Person shall have the right to participate in Section 10.5(a) is brought against an Indemnified Party and it gives or, by giving written notice to the Indemnifying Indemnified Person within thirty (30) days after being notified of a Third-Party of Claim by the commencement of such Proceeding, Indemnified Person in accordance with Section 6.6(a) and unconditionally and irrevocably acknowledging in writing the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) 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 (y) the Indemnifying Party fails to provide reasonable assurance Person’s indemnification obligations to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification Person with respect to such Proceeding)Third-Party Claim, to assume the defense of such Proceeding with Third-Party Claim at the Indemnifying Person’s expense and by the Indemnifying Person’s own counsel satisfactory (such counsel must be reasonably acceptable to the Indemnified Person), and the Indemnified Person shall cooperate in good faith in such defense. If the Indemnifying Person assumes the defense of such Third-Party Claim in accordance with the immediately preceding sentence, then the Indemnified Person shall have the right, at the Indemnified Person’s own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by the Indemnified Person subject to the Indemnifying Person’s right to control the defense thereof and, after notice from in any event, the Indemnifying Party Person shall keep the Indemnified Person fully apprised as to the status of such defense. If the Indemnifying Person elects not to assume the defense of such Third-Party Claim or fails to timely notify the Indemnified Party Person in writing of its the Indemnifying Person’s election to assume the defense of such Proceeding, Third-Party Claim within the time period prescribed in this Section 6.6(b) or fails to unconditionally and irrevocably acknowledge in writing the Indemnifying Party will not, as long as it diligently conducts such defense, be liable Person’s indemnification obligations to the Indemnified Party under this Article 10 for any fees of other counsel or any other expenses Person with respect to such Third-Party Claim, then the defense Indemnified Person, subject to Section 6.6(d), shall be entitled to pay, compromise, and defend such Third-Party Claim and seek indemnification for any and all Damages based upon, arising out of, with respect to, or by reason of such proceedingThird-Party Claim, in accordance with the limitations and conditions of this Article VI. Buyer, on the one hand, and the Securityholders and the Securityholder Representative, on the other hand, shall cooperate with each case subsequently incurred by the Indemnified Party other in all reasonable respects in connection with the defense of any Third-Party Claim. Notwithstanding the foregoing sentence, no Party will be required to disclose, or cause the disclosure of, any information to another Party if such Proceedingdisclosure would, other than in the reasonable costs opinion of investigation. If the Indemnifying Party assumes the defense of a Proceedinglegal counsel to such first Party, (i) it will be conclusively established for purposes constitute a waiver of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification, regardless of the amount, any legal privilege or (ii) no compromise contravene any applicable Legal Requirement or settlement of binding Contract; provided, that such claims may be effected by first Party shall promptly inform such other Party to the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided extent information is monetary damages that are paid in full by the Indemnifying Partyexcluded pursuant to this sentence, and (iii) such first Party shall use commercially reasonable efforts to provide such other Party with the Indemnified Party will have no liability maximum amount of information reasonably requested, including providing such information subject to the attorney-client privilege under joint defense privilege or seeking waiver of any applicable confidentiality restrictions. In furtherance of the foregoing, with respect to any compromise Third-Party Claim, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and applicable legal privileges. In connection therewith, each Party agrees that (A) such Party will use commercially reasonable efforts, with respect to any Third-Party Claim in which such Party has assumed or settlement participated in the defense, to avoid production of such claims effected without its consent. If notice confidential information of the other Parties (consistent with applicable Legal Requirements and rules of procedure), and (B) all communications between any Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent practicable, be made so as to preserve any applicable legal privilege. (c) Notwithstanding anything in this Agreement to the contrary, if (i) the Indemnifying Person is given notice of a Third-Party Claim in compliance with Section 6.6(a) and fails to an Indemnifying Party timely notify the Indemnified Person in writing of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third-Party Claim within the time period prescribed in Section 6.6(b) or fails to unconditionally and irrevocably acknowledge in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person with respect to such Third-Party Claim, (ii) the claim for indemnification is based upon, arises out of, is with respect to, or is by reason of any criminal or quasi-criminal Proceeding, (iii) the relief sought in connection with the Third-Party Claim is not solely monetary damages, (iv) the Indemnified Person reasonably concludes, based upon advice of counsel, that either a conflict exists between the Indemnifying Person and the Indemnified Person in connection with the defense of the Third-Party will be bound Claim or there are legal defenses available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person, (v) Buyer, if acting as the Indemnified Person, reasonably concludes that the Damages relating to the Third-Party Claim could exceed the then current balance of the Indemnification Escrow Amount, (vi) the Third-Party Claim is asserted by or on behalf of a Person that is a material customer, supplier, distributor, lessor, licensor, licensee, or creditor of the Indemnified Person, (vii) the Third-Party Claim relates to or is otherwise in respect of any determination made Taxes or Tax Returns of the Company, or (viii) the defense of the Third-Party Claim is not instituted and continuously maintained in such Proceeding or any compromise or settlement effected good faith by the Indemnifying Person, then, in any such case, the Indemnified Party Person is entitled to assume the defense of such Proceeding, in each caseThird-Party Claim and assert a claim against the Indemnifying Person for indemnification with respect to such Third-Party Claim pursuant to the terms of this Article VI, with the reasonable costs and expenses of such defense to be included in the amount of Damages sought pursuant to such indemnification. The Indemnifying Person shall cooperate in good faith with the Indemnified Person with respect to the transfer of the defense of such Third-Party Claim from the Indemnifying Person to the Indemnified Person in accordance with this Section 6.6(c). (d) Notwithstanding anything in this Agreement to the contrary, neither the Indemnifying Person nor the Indemnified Person shall enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnified Person or Indemnifying Party Person, respectively (such consent not to be unreasonably withheld, delayed conditioned, or delayed), except as provided in this Section 6.6(d). If a firm offer is made to settle a Third-Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Person and provides, in customary form, for the unconditional release of each Indemnified Person, each Indemnified Person’s Affiliates, and the Representatives of each of the foregoing from all Liabilities in connection with such Third-Party Claim and the Indemnifying Person desires to accept and agree to such firm settlement offer, then the Indemnifying Person shall give written notice to that effect to the Indemnified Person. If the Indemnified Person fails to consent in writing to such firm settlement offer within fifteen (15) days after the Indemnified Person’s receipt of such notice, then the Indemnified Person shall be entitled to continue to contest or defend such Third-Party Claim and in such event, the maximum Liability of the Indemnifying Person as to such Third-Party Claim will not exceed the amount of such firm settlement offer. If the Indemnified Person fails to consent to such firm settlement offer and also fails to timely assume defense of such Third-Party Claim, then the Indemnifying Person shall be entitled to settle the Third-Party Claim upon the terms set forth in such firm settlement offer (including such unconditional release described above). If the Indemnified Person has assumed the defense of any Third-Party Claim pursuant to Section 6.6(b) or Section 6.6(c) and the Indemnifying Person has unconditionally and irrevocably acknowledged in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person with respect to such Third-Party Claim, then the Indemnified Person shall not agree to any settlement of such Third-Party Claim without the written consent of the Indemnifying Person (such consent not to be unreasonably withheld, conditioned, or delayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the "Indemnified Party") shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 10.3 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is materially prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 6.4(a), the Indemnifying Party will shall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless i)the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this ARTICLE VI, (x) ii)the Indemnifying Party conducts the defense of the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iii)if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except as set forth in connection with the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). If the Indemnifying Party assumes the defense of a 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, regardless of the amount, (iiA) no compromise or settlement of such the claims with respect thereto may be effected by the Indemnifying Party without the Indemnified Party’s 's consent unless (I) there is no finding or admission of any violation of law or any violation of the rights of any Person and (II) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Party and (iiiB) the Indemnified Party will shall have no liability with respect to any compromise or settlement of such claims effected without its consent. . (c) If notice (i)notice is given to an the Indemnifying Party of the commencement of any Proceeding by a third party and the Indemnifying Party does not, within thirty (30) ten 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 or (ii)any of the conditions set forth in clauses (i) through (iii) of Section 6.4(b) above become unsatisfied, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim; provided that the Indemnifying Party will be bound shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the third-party claim (including reasonable attorneys' fees and expenses) and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or related to such third-party claim to the fullest extent provided in this ARTICLE VI. The Indemnifying Party may elect to participate in such Proceedings, negotiations or defense at any time at its own expense. (d) The Seller and the Member hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought by a third party against any determination made in Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on the Seller and the Member with respect to such a claim anywhere in the world. (e) With respect to any compromise or settlement effected by third-party claim subject to indemnification under this ARTICLE VI, (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Proceedingthird-party claim and any related Proceedings at all stages thereof if such Person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (f) With respect to any third-party claim subject to indemnification under this ARTICLE VI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use Commercially Reasonable Efforts, in each caserespect of any third-party claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Legal Requirements), and (ii) all communications between any party hereto and counsel responsible for or participating in the consent defense of any third-party claim shall, to the Indemnifying Party (not extent possible, be made so as to be unreasonably withheld, delayed preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 6.2 or Section 10.3 6.3 ("Indemnified Party") 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 SectionSection ("Indemnifying Party"), 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 materially prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 will, unless the claim only relates to Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) 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 (yii) 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 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 10 Section 6 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 investigationlegal fees incurred by the Indemnified Party due to the Indemnifying Party's reasonable belief that the Indemnifying Party was not in fact appropriately or diligently pursuing such defense. If the Indemnifying Party assumes the defense of a 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent unless (A) there is no finding or admission of any violation of 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 (iiiii) 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 thirty (30) ten 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 and will be liable for any and all costs and/or liabilities in connection with any determination made in such Proceeding or any action, defense, 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, in each case, with the consent of 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. (not d) NFN hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought 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 agrees that process may be unreasonably withheld, delayed or conditioned)served on NFN with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Any party claiming indemnification under this Section 12 is referred to in this Agreement as an "Indemnified Person" and any party against whom such claims are asserted under this Section 12 is referred to in this Agreement as an "Indemnifying Person." (b) Within 15 days after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itaction by any third party evidenced by service of process or other legal pleading, such or with reasonable promptness after the assertion in writing of any claim by a third party, the 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 of the commencement Person written notice thereof, together with a copy of such claim, but the process or other legal pleading. The failure to so notify the Indemnifying Party Person within the above time frame will not relieve the Indemnifying Party Person of any liability that it may have to any the Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is unduly prejudiced by the Indemnified Party’s Person's failure to give such notice, or except if such notice is not delivered before the Expiration Date. The Indemnifying Person shall have the right to undertake and control the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (bc) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party Person, by the earlier to occur of the commencement 30th day after receipt of notice of any such Proceedingclaim or, by the Indemnifying Party will 10th day immediately preceding the day on which an answer or other pleading must be entitled served in order to participate prevent judgment by default in favor of the person asserting such Proceeding andclaim, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and has not notified the Indemnified Party determines in good faith that joint representation would be inappropriate, or (y) 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 Proceeding with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of defend against such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such Indemnified Person shall have the right to undertake the defense, be liable to the Indemnified Party under this Article 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by claim through counsel of its choice on behalf of and for the account and risk of the Indemnifying Person, at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party without and its counsel shall have the Indemnified Party’s consent unless right to be present at the sole relief provided is monetary damages that are paid in full by negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of 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 thirty (30) 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (which approval shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after A. After receipt by an Indemnified Party Indemnitee under Section 10.2 or Section 10.3 this SECTION 14 of notice of the commencement of any Proceeding against it, such Indemnified Party willIndemnitee shall, if a claim is to be made against an Indemnifying Party under such SectionIndemnitor hereunder, promptly give notice to the Indemnifying Party Indemnitor of the commencement of such claimclaim (including all documents and other information which the Indemnitee has with respect thereto), but the failure to notify the Indemnifying Party will Indemnitor shall not relieve the Indemnifying Party Indemnitor of any liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) B. If any Proceeding referred to in Section 10.5(a) the preceding subsection is brought against an Indemnified Party Indemnitee and it gives notice to the Indemnifying Party Indemnitor of the commencement of such Proceeding, the Indemnifying Party will Indemnitor will, be entitled to participate in such Proceeding and, to the extent that it wishes wants (unless (xi) the Indemnifying Party Indemnitor is also a party to such Proceeding and the Indemnified Party Indemnitee determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Indemnitor fails to provide reasonable assurance to the Indemnified Party Indemnitee of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), ) to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Indemnitee and, after notice from the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee of its election to assume the defense of such Proceeding, the Indemnifying Party Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Indemnitee under this Article 10 SECTION 14 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 Indemnitee in connection with the defense of such Proceeding, other than reasonable and necessary costs of investigation. If the Indemnifying Party Indemnitor assumes the defense of a 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, regardless of the amount, indemnification under this SECTION 14; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Indemnitor without the Indemnified Party’s Indemnitee's consent unless (y) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, and (z) the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyIndemnitor, and (iii) the Indemnified Party Indemnitee 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 Indemnitor of the commencement of any Proceeding and the Indemnifying Party Indemnitor does not, within thirty ten (3010) calendar days after the Indemnified Party’s Indemnitee's notice is given, give notice to the Indemnified Party Indemnitee of its election to assume the defense of such Proceeding, the Indemnifying Party Indemnitor will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Indemnitee. C. Notwithstanding the foregoing, if an Indemnitee determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates (such term in this SECTION 14.09.C shall exclude Dakota Clinic Ltd, its owners and employees) , other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with but the Indemnitor will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 10.3 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is materially prejudiced by the Indemnified Party’s failure to give such notice; provided that the Indemnifying Party shall not be obligated to reimburse or indemnify the Indemnified Party for its costs or expenses (including legal fees) incurred in connection with the third-party claim prior to providing notice hereunder to the Indemnifying Party. (b) If any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 8.5(a), the Indemnifying Party will shall be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this Article VIII, (ii) the Indemnifying Party provides to the Indemnified Party evidence acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the third-party claim and to fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iv) if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except as set forth in connection with Section 8.5(a) and the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). If the Indemnifying Party assumes the defense of a 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, regardless of the amount, (iiA) no compromise or settlement of such the claims with respect thereto may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (I) 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 (II) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Party and (iiiB) the Indemnified Party will shall have no liability with respect to any compromise or settlement of such claims effected without its consent. . (c) If (i) notice is given to an the Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty twenty (3020) 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, (ii) any of the conditions set forth in clauses (i) through (iv) of Section 8.5(b) above become unsatisfied or (iii) an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim; provided that the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the third-party claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any determination made indemnifiable amounts arising from or related to such third-party claim to the fullest extent provided in this Article VIII. The Indemnifying Party may elect to participate in such Proceedings, negotiations or defense at any time at its own expense. (d) The Buyer, Seller and the Shareholder hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Buyer, Seller and the Shareholder with respect to such a claim anywhere in the world. (e) With respect to any compromise or settlement effected by third-party claim subject to indemnification under this Article VIII, (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Proceedingthird-party claim and any related Proceedings at all stages thereof if such Person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (f) With respect to any third-party claim subject to indemnification under this Article VIII, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use Commercially Reasonable Efforts, in each caserespect of any third-party claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Legal Requirements), and (ii) all communications between any party hereto and counsel responsible for or participating in the consent defense of any third-party claim shall, to the Indemnifying Party (not extent possible, be made so as to be unreasonably withheld, delayed preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 9.2 or Section 10.3 9.3 of notice of the commencement of any Proceeding legal proceeding (or any other claim by a third party with respect to which an Indemnified Party believes it may be entitled to indemnification hereunder) against it, 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 actually prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. Without in any limiting the scope of this Section 9.5, the Party's acknowledge and agree that any investigation, hearing or other legal proceeding related to the Philadelphia FBI/HUD investigation shall be subject to this Section 9.5. (b) If any Proceeding proceeding referred to in Section 10.5(a9.5(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 will, unless the claim involves Taxes, be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party is also a party to such Proceeding proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the entire defense of such Proceeding 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 Proceedingproceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 9 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 investigationproceeding. If the Indemnifying Party assumes the defense of a Proceedingproceeding, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent 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 (iiiii) 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 proceeding and the Indemnifying Party does not, within thirty (30) ten business 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 reasonable compromise or reasonable 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 by the Indemnified Party of such Proceeding, in each case, with the without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned). (d) Republic, the Holding Company and NetBank, as applicable, hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Republic, the Holding Company or NetBank, as applicable, with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 12.2 or Section 10.3 12.3 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, Person will give notice to the Indemnifying Party indemnifying party of the 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 that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a12.7(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) 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 (y) 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 Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person 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 Person under this Article 10 Section 12 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 Person 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, (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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party Person 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty (30) ten days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person 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 Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Person.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt All claims for indemnification under this Agreement shall be governed by an the procedures set forth in this Section 7.7. (b) When a party seeking indemnification under Sections 7.2, 7.3 or 7.4 (the "Indemnified Party") receives notice of any claims made by third parties ("Third Party Claims") or has any other claim for indemnification other than a Third Party Claim, which is or may be the basis of a claim for indemnification hereunder, the Indemnified Party under Section 10.2 or Section 10.3 of notice shall promptly deliver a Claim Notice to the other party (the "Indemnifying Party"); provided, however, that the failure of the commencement of any Proceeding against it, such Indemnified Party will, if to promptly deliver 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 Claim Notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except of its obligations hereunder unless and only to the extent that the Indemnifying Party demonstrates that the defense shall have been prejudiced thereby. Upon receipt of such action is prejudiced by a Claim Notice from the Indemnified Party’s failure Party with respect to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified a Third Party and it gives notice to the Indemnifying Party of the commencement of such ProceedingClaim, the Indemnifying Party will may, but shall not be entitled to participate in such Proceeding andrequired to, to the extent that it wishes (unless (x) 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 (y) 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 Proceeding with Third Party Claim. Should the Indemnifying Party elect to undertake the defense of any Third Party Claim, it shall use counsel satisfactory of its choice but reasonably acceptable to the Indemnified Party andParty, after notice from and the Indemnifying Party to shall pay all reasonable costs and expenses thereof 63 72 (including 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 10 for any fees of other counsel or any other reasonable costs and 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 ProceedingThird Party Claim prior to the assumption of such defense by the Indemnifying Party) and shall be fully responsible for the outcome thereof; provided, other than reasonable costs of investigation. If however, that in such case, the Indemnifying Party assumes shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnified Party thereafter incurred in connection with such defense. An Indemnifying Party's right to assume the defense of a Proceeding, any Third Party Claim is conditioned upon (i) it will be conclusively established the Indemnifying Party acknowledging in writing to the Indemnified Party, without qualification or limitation, its obligation to indemnify the Indemnified Party for purposes of this Agreement that the claims made in that Proceeding are within the scope of all Damages arising from such Third Party Claim and subject to indemnification, regardless of the amount, (ii) no the Indemnifying Party providing the Indemnified Party with security or other satisfactory assurances that it has the financial ability to fully indemnify the Indemnified Party for such Damages. No compromise or settlement in respect of such claims any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party’s 's prior written consent unless the sole relief provided is monetary damages that are paid in full by the (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party, and (iii) Party shall give notice to the Indemnified Party will as to its intention to assume the defense of any Third Party Claims within ten (10) days after the date of receipt of the Indemnified Party's Claim Notice in respect of such Third Party Claims. If an Indemnifying Party does not, within ten (10) days after the Indemnified Party's Claim Notice is given, give notice to the Indemnified Party of its assumption of the defense of the Third Party Claims, the Indemnifying Party shall be deemed to have waived its right to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claims because of the failure of the Indemnifying Party to do so in accordance with this Section 7.7(b), it may do so in such manner as it may deem appropriate, and the Indemnifying Party shall pay all costs and expenses of such defense. The Indemnifying Party shall have no liability with respect to any compromise or settlement of such claims a Third Party Claim that is effected without its consent. If notice is given prior written consent (which consent shall not be unreasonably withheld or delayed). (c) Notwithstanding the provisions of Section 7.7(b), with respect to an any Third Party Claim that the Indemnifying Party of is defending, the commencement of any Proceeding Indemnified Party shall have the right to retain separate counsel to represent it and the Indemnifying Party does notshall pay the reasonable fees and expenses of such separate counsel, but only if, and to the 64 73 extent that (ii) the Indemnifying Party shall not have engaged counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within thirty a reasonable amount of time after the Indemnified Party's Claim Notice is given or (30iii) the Indemnifying Party shall authorize, in writing, the Indemnified Party to engage separate counsel at the Indemnifying Party's expense. (d) If the Indemnified Party desires to settle any Third Party Claim (whether or not contested by the Indemnifying Party), the Indemnified Party shall advise the Indemnifying Party in writing of the amount it proposes to pay in settlement thereof. If such proposed settlement is unsatisfactory to the Indemnifying Party, it shall have the right, at its expense, reasonably to contest (or continue to contest) such Third Party Claim by giving written notice of such election to the Indemnified Party within fifteen (15) days after the Indemnified Indemnifying Party’s 's receipt of the advice of the proposed settlement. If the Indemnifying Party does not deliver such written notice is givenwithin fifteen (15) days after receipt of such advice, give or if the Indemnifying Party, after having given such notice to the Indemnified Party, fails to defend, settle or pay such Third Party of its election Claim, the Indemnified Party may offer the proposed settlement to assume the defense of third party making such ProceedingThird Party Claim. If the proposed settlement is not accepted by the party making such Third Party Claim, any new proposed settlement figure which the Indemnified Party may wish to present to the party making such Third Party Claim shall first be presented to the Indemnifying Party who shall have the right, subject to the conditions set forth in this Section 7.7(d), reasonably to contest such Third Party Claim. In all such events, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by shall indemnify the Indemnified Party and hold it harmless against and from any and all costs of such Proceedingdefense, payment or settlement, including reasonable attorneys' fees incurred in each caseconnection therewith. (e) The Indemnifying Party may settle any Third Party Claim only if it has agreed to contest the claim in accordance with Section 7.7(b) above. If any Indemnifying Party desires to settle any Third Party Claim, with the consent of the Indemnifying Party shall not, without the Indemnified Party's prior written consent (which consent shall not to be unreasonably withheld, delayed or conditioned), (i) settle or compromise such proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the 65 74 claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such proceeding, claim or demand or (ii) settle or compromise any such proceeding, claim or demand, in any manner that would be reasonably likely to adversely affect the Indemnified Party other than as a result of money damages or other money payments which are fully indemnified against by the Indemnifying Party. (f) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or any of its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, or if an Indemnified Party reasonably believes that it may not receive the indemnification to which it may be entitled from the Indemnifying Party, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim, but the Indemnifying Party will not be bound by any compromise or settlement of a Third Party Claim so defended if such compromise or settlement is effected without its consent (which consent may not be unreasonably withheld or delayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt If a claim by an a third party is made against a Seller Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against ita Purchaser Indemnified Party (each, an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity with respect thereto hereunder, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, give shall promptly furnish written notice to the other Party (the “Indemnifying Party of the commencement Party”) of such claim, but setting forth the basis for such Claim and the nature of the Claim in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action Claim is materially prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 7.4(a), the Indemnifying Party will shall be entitled to participate in such Proceeding proceeding and, to the extent that it wishes wishes, to assume the defense of such proceeding, if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, (ii) the Indemnifying Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iii) if the Indemnifying Party is also a party to such Proceeding and the Indemnified proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the inappropriate because of a conflict in interest. 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 Proceeding with counsel 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 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingshall, in each case subsequently incurred its sole discretion, have the right to employ separate counsel (who may be selected by the Indemnified Party in connection its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such Proceeding, other than reasonable costs of investigationClaim. If the Indemnifying Party assumes the defense of a Proceedingproceeding, (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, regardless of the amount, (ii) no compromise or settlement of such claims Claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) (1) 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 (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and or (iiiB) the Indemnified Party will have no liability with respect to receives a general release from all plaintiffs in its favor without the requirement for payment of any compromise monetary damages or settlement of such claims effected without its consent. other financial remuneration. (c) If (i) notice is given by the Indemnified Party to an the Indemnifying Party of the commencement of any Proceeding third-party legal proceeding and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s such notice is given, give notice to notify the Indemnified Party of its the Indemnifying Party’s election to assume the defense of such Proceedinglegal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 7.4(b) above cease to be satisfied or (iii) the Indemnified Party reasonably and in good faith determines that there is a reasonable probability that such third-party legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement effected by of such third-party claim, and the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs and expenses of defending against such Proceeding, in each case, with the consent of third-party claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party (not shall be and remain liable for any Losses arising from or related to be unreasonably withheldsuch third-party claim to the fullest extent provided in this Article VII. The Indemnifying Party may elect to participate in such legal proceedings, delayed negotiations or conditioned)defense at any time at its own cost and expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 9.2 or Section 10.3 9.3 of notice of the commencement of any Proceeding legal proceeding (or any other claim by a third party with respect to which an Indemnified Party believes it may be entitled to indemnification hereunder) against it, 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 actually prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice.. Without in any limiting the scope of this Section 9.5, the Party's acknowledge and agree that any investigation, hearing or other legal proceeding related to the Philadelphia FBI/HUD investigation shall be subject to this Section 9.5. 44 (b) If any Proceeding proceeding referred to in Section 10.5(a9.5(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 will, unless the claim involves Taxes, be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party is also a party to such Proceeding proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the entire defense of such Proceeding 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 Proceedingproceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 9 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 investigationproceeding. If the Indemnifying Party assumes the defense of a Proceedingproceeding, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent 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 (iiiii) 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 proceeding and the Indemnifying Party does not, within thirty (30) ten business 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 reasonable compromise or reasonable 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 by the Indemnified Party of such Proceeding, in each case, with the without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned). (d) Republic, the Holding Company and NetBank, as applicable, hereby consent to the non-exclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Republic, the Holding Company or NetBank, as applicable, with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a Buyer Indemnified Party or a Seller Indemnified Party (the party seeking indemnification shall be referred to hereinafter as an "Indemnified Person") under this Section 10.2 or Section 10.3 6, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person will, if a claim ("Claim") is to be made against an Buyer or any Seller (the party from whom indemnification is sought shall be hereinafter referred to as the "Indemnifying Party under such SectionParty"), give notice ("Claim Notice") to the Indemnifying Party of the commencement of such claimClaim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s 's failure to give such notice. Every Claim Notice must set forth the same information required for a Claim Notice under Section 6.5(a) and must be during the Indemnification Time Period. (b) If any Proceeding Claim referred to in Section 10.5(a6.4(a) is brought against an Indemnified Party Person and it such Indemnified Person gives written notice to the Indemnifying Party of the commencement of such ProceedingClaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, or (y) 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 Proceeding Claim with counsel reasonably satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such ProceedingClaim, and the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 6 for any attorneys' fees of other counsel or any other expenses with respect to the defense of such proceedingClaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such ProceedingClaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a ProceedingClaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims Claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (A) there is no finding or admission of any violation of any federal, state, local, municipal, foreign, international or other administrative order, constitution, law, ordinance, regulation or statute, or any violation of the rights of any Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims Claim effected without its consent. If notice Subject to Section 6.4(c), if a Claim Notice is given to an Indemnifying Party of the commencement of any Proceeding for a Claim and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice Claim Notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such ProceedingClaim, or dispute the Claim in writing, as set forth in Section 6.5(b), the Indemnifying Party will be bound by any determination made in such Proceeding any proceeding relating thereto or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding theforegoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Claim 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 Person may, by notice to the Indemnifying Party, assume, at the Indemnifying Party's sole cost and expense, including, without limitation, attorneys' fees and legal costs, the exclusive right to defend, compromise, or settle such ProceedingClaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within thirty Business Days after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of receives notice of the commencement of any Proceeding against itan Acquired Company by a third party for which such Indemnified Party is entitled to indemnification under this Section 9, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Sectionthis Section 9, give notice pursuant to Section 11.4 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 Indemnified Party’s 's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a9.7(a) is brought against an Indemnified Party Acquired Company 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 (xi) 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 (yii) 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 Proceeding with counsel 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 10 Section 9 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 investigation. If the Indemnifying Party assumes the defense of a 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent unless (A) there is no finding or admission of any violation of 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 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 thirty (30) days after the Indemnified Party’s notice is given, not give notice to the Indemnified Party of its election to assume the defense of such ProceedingProceeding within a reasonable period of time before the next required response in such Proceeding is due under applicable Legal Requirements, then the Indemnified Party may defend the Proceeding and the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Share Purchase Agreement – Page 57 Indemnified Party; provided, however, that in such event: (X) the Indemnified Party of will not settle such Proceeding, in each case, with Proceeding without the consent of the Indemnifying Party (Party, which consent will not to be unreasonably withheld, delayed conditioned or conditioneddelayed; (Y) the Indemnified Party shall (1) inform the Indemnifying Party of material developments in the defense of the Proceeding as promptly as reasonably possible with a view to allowing the Indemnifying Party to review such developments and communicate comments, suggestions and recommendations with respect to the defense to the Indemnified Party, which shall use reasonable efforts (to the extent commercially, practically and legally feasible) to include such comments, suggestions and recommendations in its defense and (2) report to the Indemnifying Party on the conduct of the defense of the Proceedings at such intervals as the Indemnifying Party reasonably requests; and (Z) the Indemnifying Party may later elect to assume the defense of such Proceeding upon written notice to the Indemnified Party, in which case the Indemnified Party shall cooperate with the Indemnifying Party to transition the defense of such Proceeding to the Indemnifying Party so long as (1) the assumption of the defense by the Indemnifying Party is permitted under applicable Legal Requirements, and (2) the Indemnifying Party accepts in writing all actions taken by the Indemnified Party in connection with defending the Proceeding prior to the date on which the Indemnifying Party assumes the defense thereof. (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 consent may not be unreasonably withheld, conditioned or delayed. (d) With respect to claims under Section 9.2(b), wherever notice to or consent of the Indemnifying Party is required under Section 9.6 or this Section 9.7, notice to or consent of the Sellers' Representative shall constitute notice to or consent of all of the Sellers.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by an Indemnified Party under Section 10.2 or Section 10.3 such Indemnitee of notice of the commencement of any Proceeding against it, such Indemnified Third 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 Claim being asserted; provided that failure to notify give such notification shall not affect the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Partyindemnification provided hereunder, except to the extent that the Indemnifying Party demonstrates that the defense Indemnitor shall have been actually and materially prejudiced as a result of such action is prejudiced failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnified Party’s failure Indemnitee with respect to give such noticeThird Party Claim. (b) If any Proceeding referred to in Section 10.5(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 (x) 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 (y) 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 Proceeding with counsel 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 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party will The Indemnitor shall 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 thirty (30) days after the Indemnified Party’s notice is given, give notice from the Indemnitee to notify the Indemnified Party Indemnitee in writing of its election to assume defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such ProceedingThird Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnifying Indemnitee shall not pay, settle or compromise such Third Party will be bound by any determination made in Claim or demand. If the Indemnitor elects to defend such Proceeding Third Party Claim or any compromise or settlement effected by demand, the Indemnified Party Indemnitor shall have the right to control the defense of such ProceedingThird Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in each caseaddition to any other right or remedy it may have hereunder, with at the consent of the Indemnifying Indemnitor's sole cost and expense, to defend such Third Party (not to be unreasonably withheld, delayed Claim or conditioned)demand.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any third party shall notify the Indemnified Party with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the Indemnifying Party under Section 10.2 or Section 10.3 of this Article VIII, then the Indemnified Party shall promptly (and in any event within ten (10) days after receiving notice of the commencement of any Proceeding against it, such Indemnified Third Party will, if a claim is to be made against Claim) notify an Indemnifying Party under such Sectionthereof in writing. Notwithstanding the foregoing, give notice to the Indemnifying Party of the commencement of such claim, but the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability Liability that it may have to any the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such notice. (b) If Any Indemnifying Party will have the right at any Proceeding referred time to in Section 10.5(a) is brought against an Indemnified assume and thereafter conduct the defense of the Third Party and it gives notice Claim with counsel of its choice reasonably satisfactory to the Indemnifying Party of the commencement of such ProceedingIndemnified Party; provided, however, that the Indemnifying Party will be entitled to participate in such Proceeding and, not consent to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, entry of any judgment or (y) 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 Proceeding with counsel 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 10 for enter into any fees of other counsel or any other expenses settlement with respect to the defense Third Party Claim without the prior written consent of such proceeding, in each case subsequently incurred by the Indemnified Party in connection with (not to be withheld unreasonably) unless the defense judgment or proposed settlement involves only the payment of such Proceeding, money damages and does not impose an injunction or other than reasonable costs of investigation. If equitable relief upon the Indemnified Party. (c) Unless and until an Indemnifying Party assumes the defense of a Proceedingthe Third Party Claim as provided in Section 8.6(b) 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 indemnificationhowever, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will have no liability the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to any compromise or settlement of such claims effected the Third Party Claim without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) 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 of such Proceeding, in each case, with the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Party entitled to indemnification under this Article 8 (an “Indemnified Party under Section 10.2 or Section 10.3 Party”) of notice of the commencement of any Proceeding claim or proceeding against itit by a third party for which indemnification may be sought under this Article 8 (a “Third Party Claim”), such Indemnified Party willshall, if such party seeks indemnification with respect thereto against a claim is Party obligated to be made against an provide indemnification pursuant to this Article 8 (the “Indemnifying Party under such SectionParty”), promptly give written notice to the such Indemnifying Party of the commencement of such claimThird Party Claim, describing in reasonable detail the facts and circumstances, but the failure to notify the any delay in notifying such Indemnifying Party will not relieve the such Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the such Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party’s failure to give delay in giving such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against Upon receipt of notice of a claim for indemnity from an Indemnified Party and it gives notice pursuant to the Indemnifying this Section 8.4 in respect of any Third Party of the commencement of such ProceedingClaim, the Indemnifying Party will be entitled may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such Third Party Claim, assume the defense and control of any proceeding in connection with such Third Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Proceeding andThird Party Claim with its own counsel and at its own expense, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding Person against whom the Third Party Claim is made and the Indemnified Party determines in good faith faith, subject to the consent of Seller (not to be unreasonably withheld), that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the . The Indemnified Party of its financial capacity may take any commercially reasonable action necessary to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory Third Party Claim prior to the Indemnified Party and, after time that it receives notice from the Indemnifying Party as contemplated by the preceding sentence without prejudicing the Indemnifying Party’s ability to control such defense upon the provision of each notice. The Indemnifying Party shall not, without prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of its election to assume the defense any judgment arising from, any Third Party Claim, unless such settlement, compromise or discharge does not involve any finding or admission 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 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred wrongdoing by the Indemnified Party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If and the Indemnifying Party assumes the defense of a Proceeding, shall (i) it will pay or cause to be conclusively established for purposes paid all amounts arising out of this Agreement that such settlement or judgment concurrently with the claims made in that Proceeding are within the scope effectiveness of and subject such settlement required to indemnification, regardless of the amountbe paid by it, (ii) no compromise not encumber any of the assets of any Indemnified Party or settlement of such claims may be effected by the Indemnifying agree to any restriction or condition that would apply to or adversely affect any Indemnified Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the obtain, as a condition of any settlement or other resolution, a customary, complete and unconditional release of each Indemnified Party will have no from any and all liability in respect of such Third Party Claim. The Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it is seeking indemnification from the Indemnifying Party or admit to any liability with respect to any compromise such claim or settlement of such claims effected demand without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) 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 of such Proceeding, in each case, with the prior written consent of the Indemnifying Party (which shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). (c) Notwithstanding anything to the contrary in this Article 8, (i) no Indemnifying Party shall have any liability under this Article 8 for any Obligations arising out of or in connection with any Third Party Claim that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party, which consent shall not be unreasonably withheld or delayed, or (ii) without limiting its rights under this Article 8, Buyer may retain the defense and control of any proceeding (or portion thereof) in connection with a Third Party Claim if the remedy sought in connection with such claim (or portion thereof) would (or would reasonably be expected to) have a material and adverse impact on Buyer’s ongoing conduct of the Business (in which case, notwithstanding anything in this Article 8, the Seller shall have the right to participate in, but not direct, the defense of such Third Party Claim (or portion thereof); it being understood and agreed that the remedy sought in connection with any Third Party Claim relating to the matters referred to in Section 8.1(a)(iv) shall be deemed not to have (and not to be expected to have) a material and adverse impact on Buyer’s ongoing conduct of the Business. (d) Subject to reasonable attorney-client privilege considerations, the Parties will cooperate with and make available such assistance, personnel, witnesses and materials as may be reasonably requested to defend a Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Party shall claim indemnification hereunder arising from any Claim of a third party, the Party seeking indemnification (the "INDEMNIFIED PARTY") shall notify the Party from whom indemnification is sought (the "INDEMNIFYING PARTY") in writing of the basis for such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 10.3 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action Claim is prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 10.6(a), the Indemnifying Party will shall, unless the Claim involves Taxes, be entitled to participate in such Proceeding proceeding and, to the extent that it wishes wishes, to assume the defense of such proceeding, if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, (ii) the Indemnifying Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iii) if the Indemnifying Party is also a party to such Proceeding and the Indemnified proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the inappropriate because of a conflict in interest. 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 Proceeding with counsel 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 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingshall, in each case subsequently incurred its sole discretion, have the right to employ separate counsel (who may be selected by the Indemnified Party in connection its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such Proceeding, other than reasonable costs of investigationClaim. If the Indemnifying Party assumes the defense of a Proceedingproceeding, (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, regardless of the amount, (ii) no compromise or settlement of such claims Claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent 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 . (iiic) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If (i) notice is given to an the Indemnifying Party of the commencement of any Proceeding third-party legal proceeding and the Indemnifying Party does not, within thirty ten (3010) 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 Proceedinglegal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 10.6(b) above become unsatisfied or (iii) an Indemnified Party determines in good faith that there is a reasonable probability that a legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense of such Proceedingclaim, in each case, with but shall not compromise or settle such claim without the prior consent of the Indemnifying Party (Party, such consent not to be unreasonably withheldwithheld or delayed; provided that the Indemnifying Party shall reimburse the Indemnified Party for the costs of defending against the third-party claim (including reasonable attorneys' fees and expenses) and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or related to such third-party claim subject to the limitations provided in this Article X. The Indemnifying Party may elect to participate in such legal proceedings, delayed negotiations or conditioned)defense at any time at its own expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.4.1. Promptly after receipt by an Indemnified Party Person under Section 10.2 9.2 or Section 10.3 9.3 of notice of the commencement of any Proceeding claim (a “Proceeding”) against it, such Indemnified Party willPerson shall, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionsection, give notice to the Indemnifying Party indemnifying party of the 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 that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) 9.4.2. If any Proceeding proceedings referred to in Section 10.5(a) 9.4.1 is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will indemnifying party shall, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (y) 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 Proceeding with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person 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 Person under this Article 10 9 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 Person 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified PartyPerson’s consent unless (A) there is no finding or admission of any violation of 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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consentthe consent of such Indemnified Person. If notice is given In no event will the Indemnified Person consent to an Indemnifying Party of the commencement entry of any judgment or enter into any settlement with respect to a Proceeding and without the Indemnifying Party does not, within thirty (30) 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 of such Proceeding, in each case, with the prior written consent of the Indemnifying Party (Person, which consent shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an any Assignee Indemnified Party under Section 10.2 Person or Section 10.3 Assignor Indemnified Person of notice of the commencement of any Proceeding demand, claim or proceeding against it, such Indemnified Party willit by a third party, if a claim is to be made against Assignor under Section 4.01 or Assignee under Section 4.02, such Assignee Indemnified Person or Assignor Indemnified Person (each an Indemnifying Party under such Section, "Indemnified Party") shall give notice to Assignor or Assignee, respectively (the "Indemnifying Party Party"), of the commencement of such claimclaim within 20 days of the notice of such demand, claim or proceeding, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it is 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 Indemnified Party’s 's failure to give such notice. (b) . If any Proceeding referred to in Section 10.5(a) proceeding 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 (x) 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 (y) 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 and control the defense of such Proceeding proceeding with counsel satisfactory reasonably acceptable to the Indemnified Party and, after Party. 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, not be liable to the Indemnified Party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case proceeding subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If proceeding (unless the Indemnifying Party assumes is also a party to such proceeding and outside counsel for the defense Indemnified Party reasonably determines in good faith that joint representation would be inappropriate due to an actual or potential conflict of a 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, regardless of the amount, (ii) no interest or differing defenses). No compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by 's consent, and 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 thirty (30) 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3 (a) is brought against an Indemnified Party Person and it such Indemnified Person gives notice to the Indemnifying Party of the commencement of a proceeding with respect to such claim (a "Proceeding"), the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, inappropriate or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party to the Indemnified Party Person 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 Person under this Article Section 10 for any fees of other counsel (other than in the circumstances provided above) 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 Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of any such claims claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3 (c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person and will be liable for all expenses if it wrongfully failed to assume such defense. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed ) or conditioned)delayed.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt All claims for indemnification under this Agreement shall be governed by an the procedures set forth in this Section 6.06. (b) When a party seeking indemnification under Sections 6.02 or 6.03 (the “Indemnified Party”) receives notice of any claims made by third parties (“Third Party Claims”) which is or may be the basis of a claim for indemnification hereunder, the Indemnified Party under Section 10.2 or Section 10.3 of notice shall promptly deliver a Claim Notice to the party from which the Indemnified Party is seeking indemnification in connection therewith (the “Indemnifying Party”); provided, however, that the failure of the commencement of any Proceeding against it, such Indemnified Party will, if to promptly deliver 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 Claim Notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except of its obligations hereunder unless and only to the extent that the Indemnifying Party demonstrates that shall have been prejudiced thereby. The Claim Notice will include copies of any written complaints or actions received from or filed by, or correspondence with, the defense applicable third party. Upon receipt of such action is prejudiced by a Claim Notice from the Indemnified Party’s failure Party with respect to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified a Third Party and it gives notice to the Indemnifying Party of the commencement of such ProceedingClaim, the Indemnifying Party will may, but shall not be entitled to participate in such Proceeding andrequired to, to the extent that it wishes (unless (x) 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 (y) 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 Proceeding with counsel satisfactory to the Indemnified Third Party and, after notice from Claim. If the Indemnifying Party elects to the Indemnified Party of its election to assume undertake the defense of such Proceedingany Third Party Claim, it shall use counsel of its choice, and the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to shall pay all reasonable costs and expenses thereof (including the Indemnified Party under this Article 10 for any fees of other counsel or any other reasonable costs and 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 ProceedingThird Party Claim prior to the assumption of such defense by the Indemnifying Party) and shall be fully responsible for the outcome thereof, other than reasonable costs of investigation. If subject to the limitations set forth in this Article VI; provided, however, that in such case, the Indemnifying Party assumes shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnified Party thereafter incurred in connection with such defense. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of a Proceeding, any Third Party Claims within thirty (i30) it will be conclusively established for purposes days after the date of this Agreement that the claims made in that Proceeding are within the scope receipt of and subject to indemnification, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid Claim Notice 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 consentThird Party Claims. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) days after its receipt of the Indemnified Party’s notice is givenClaim Notice, give furnish notice to the Indemnified Party of its election assumption of the defense of the Third Party Claims, the Indemnifying Party shall be deemed to assume have waived its right to control the defense thereof. If the Indemnified Party assumes the defense of any Third Party Claims because of the failure of the Indemnifying Party to do so in accordance with this Section 6.06(b), it may do so in such manner as it may deem appropriate, and the Indemnifying Party shall pay all reasonable costs and expenses of such defense, subject however to the limitations set forth in this Article VI. The Indemnifying Party shall have no liability with respect to any compromise or settlement of a Third Party Claim (including if the Indemnified Party consents to the entry of any judgment) that is effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). (c) Notwithstanding the provisions of Section 6.06(b), with respect to any Third Party Claim that the Indemnifying Party is defending, the Indemnified Party shall have the right to retain one separate counsel to represent it and the Indemnifying Party shall pay the reasonable fees and expenses of such one separate counsel, but only if, and to the extent that: (i) there is a conflict of interest, as determined by written advice of independent counsel to the Indemnified Party, where representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be prohibited by rules or regulations governing the professional conduct of such counsel; (ii) the Indemnifying Party shall not have engaged counsel with respect to such Third Party Claim within thirty (30) days after the Indemnifying Party has elected to control the defense of such ProceedingThird Party Claim; or (iii) the Indemnifying Party shall authorize, in writing, the Indemnified Party to engage separate counsel at the Indemnifying Party’s expense. For the avoidance of doubt, if there are multiple Indemnified Parties making indemnification claims with respect to the same Third Party Claim, the Indemnifying Party will shall only be bound responsible under this Section 6.06(c) for a total of one separate counsel for all such Indemnified Parties together. (d) The Indemnifying Party may settle any Third Party Claim only if it is controlling the claim in accordance with Section 6.06(b). If any Indemnifying Party desires to settle any Third Party Claim, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, delayed, or conditioned), (i) settle or compromise such Proceeding, claim or demand, or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by any determination made in such Proceeding the claimant or any compromise or settlement effected by plaintiff to the Indemnified Party of a written release from all liability in respect of such Proceeding, claim or demand (other than customary confidentiality obligations) or (ii) settle or compromise any such Proceeding, claim or demand, in each case, with any manner that would be reasonably likely to adversely affect the consent Indemnified Party other than as a result of money damages or other money payments which are fully indemnified against by the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt If any person shall claim indemnification hereunder arising from any claim or demand by any person (other than a party to this Agreement) against an Indemnified Party or the commencement of any litigation asserting a claim by an independent party which may give rise to any indemnification to an Indemnified Party under the provisions of this Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it8 (a “Third Party Claim”), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, shall give notice to the party from whom indemnification is sought (the “Indemnifying Party Party”) written notice of the commencement basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail, as promptly as is practicable after obtaining knowledge of such claim, but demand or litigation. The failure of the failure Indemnified Party to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that which may materially adversely affect the defense of such action is prejudiced transactions contemplated by this Agreement or the Indemnified Party’s failure to give such noticeother Accelerated Purchase Transaction Documents. (bii) If any Third Party Claim Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party by a third party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to this Section 8, the Indemnifying Party will shall, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless (xA) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this Section 8, (B) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (C) if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except the fees and expense of the Indemnified Party’s counsel as set forth in connection with the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). If the Indemnifying Party assumes the defense of a Proceeding, the Indemnifying Party shall defend any such Third Party Claim in such manner as it may deem appropriate, including, without limitation, settling such Third Party Claim or litigation (i) it will subject to the consent of the Indemnified Party, which shall not be conclusively established for purposes unreasonably withheld), after giving the Indemnified Party reasonable notice of the same, on such terms as the Indemnifying Party may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party in accordance with the provisions of this Agreement Section 8; provided that the claims made Indemnifying Party shall furnish the Indemnified Party with copies of all pleadings and other material documents in that connection with any such Third Party Claim or Proceeding are within and the scope Indemnified Party shall be consulted about (although not in control of) such Third Party Claim or Proceeding. The Indemnified Party shall make available to the Indemnifying Party such books and records as the Indemnifying Party may reasonably require in connection with such defense. If the Indemnifying Party assumes the defense of and subject to indemnification, regardless of the amounta Third Party Claim Proceeding, (iiX) no compromise or settlement of such claims the Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (1) there is no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party and such settlement has no adverse effect on any other claims that may be made against the Indemnified Party and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iiiY) the Indemnified Party will shall have no liability to the Indemnifying Party with respect to any compromise or settlement of such claims effected without its consent. . (iii) If (A) notice is given to an Indemnifying Party of the commencement of any Third Party Claim or a Proceeding by a third party making a claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its the Indemnifying Party’s election to assume the defense of such Proceeding, claim or Proceeding or (B) an Indemnified Party determines in good faith that there is a reasonable probability that a third party intends to commence a claim or Proceeding which may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement effected by of such third party’s claim; provided that the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against such Proceeding, in each case, with the consent of Third Party Claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or related to such Third Party Claim. The Indemnifying Party may elect to participate in such third party claim Proceedings, negotiations or defense at any time at its own expense and upon giving the Indemnified Party notice of its election to so participate, the Indemnified Party shall provide the Indemnifying Party with the pleadings, documents, books, and records and shall consult with the Indemnifying Party. (iv) With respect to any Third Party Claim subject to indemnification under this Section 8, (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other person fully informed of the status of such Third Party Claim and any related Proceedings at all stages thereof if such person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (v) With respect to any Third Party Claim subject to indemnification under this Section 8, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with Applicable Law), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be unreasonably withheld, delayed made so as to preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an With respect to any Third Party Claim for which indemnity is sought pursuant to (i) Section 9.3(a) or 9.3(b), the Indemnifying Person shall assume the defense and control of such Third Party Claim, but shall allow the Indemnified Person a reasonable opportunity to participate in the defense of such Third Party under Claim with its own counsel and at its own expense and (ii) Section 10.2 9.2(a), 9.2(b) or Section 10.3 9.2(c), the Buyers shall assume the defense and control of notice of the commencement of any Proceeding against it, such Indemnified Third Party will, if a claim is to be made against an Indemnifying Party under such Section, give notice Claim (with outside legal counsel acceptable to the Indemnifying Party of the commencement of such claimParty), but the failure to notify shall allow the Indemnifying Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense (provided that any such expenses shall be counted as Losses for purposes of calculating the cap on indemnification set forth in Section 9.8(b)(ii)). - 77 - (b) In the event that any Third Party Claim for which indemnity is sought pursuant to Section 9.2(a), 9.2(b), 9.2(c), 9.3(a) or 9.3(b) is of a nature such that the Indemnified Person is required by Applicable Laws to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Person may make such payment and the Indemnifying Person shall, forthwith after demand by the Indemnified Person, reimburse the Indemnified Person for any such payment. If the amount of any liability under the Third Party Claim which is indemnifiable hereunder and in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Person to the Indemnified Person, the Indemnified Person shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Person. (c) The Indemnified Person and the Indemnifying Person shall cooperate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will not relieve keep himself or herself informed about and be prepared to discuss the Third Party Claim with his or her counterpart and with legal counsel at all reasonable times. (d) With respect to any Third Party Claim for which indemnity is sought pursuant to (i) Section 9.3(a) or 9.3(b) the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any liability that it may have to judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, except to the extent Person; provided that the Indemnifying Party demonstrates that the defense shall (A) pay or cause to be paid all amounts in such settlement or judgment and (B) obtain, as a condition of such action is prejudiced by any settlement or other resolution, a release of the Indemnified Party’s failure to give Person affected by such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Third Party Claim 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 (x) 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 (y) 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 Proceeding with counsel 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 10 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, (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, regardless of the amount, (ii) no compromise Section 9.2(a), 9.2(b) or 9.2(c), the Buyers shall not consent to a settlement of such claims may be effected by of, or the Indemnifying Party without the Indemnified Party’s consent unless 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 entry of any Proceeding and the Indemnifying judgment arising from, such Third Party does notClaim, within thirty (30) 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 of such Proceeding, in each case, with without the consent of the Indemnifying Party Sellers. (e) The above provisions of this Section 9.6 shall not apply to be unreasonably withheld, delayed or conditioned)Tax Proceedings.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 8.2 or Section 10.3 8.3, as the case may be (an “Indemnified Person”), of notice of the commencement assertion of any Proceeding third-party claim against it, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, Person shall give notice to the Person obligated to indemnify such Person under Section 8.2 or Section 8.3, as the case may be (an “Indemnifying Party Person”), of the commencement assertion of such third-party claim, but provided that the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action third-party claim is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it Person gives notice to the Indemnifying Party Person pursuant to Section 8.7(a) of the commencement assertion of such Proceedinga third-party claim, the Indemnifying Party Person will be entitled to participate in the defense of such Proceeding third-party claim and, to the extent that it the Indemnifying Person wishes (unless (xi) the Indemnifying Party Person is also a Person against whom the third-party to such Proceeding claim is made and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding third-party claim and provide indemnification with respect to such Proceedingthird-party claim), by providing written notice thereof to the Indemnified Person within ten (10) days of the delivery of such notice pursuant to Section 8.7(a), to assume the defense of such Proceeding third-party claim with counsel satisfactory to the Indemnified Party and, after Person. After notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceedingthird-party claim, the Indemnifying Party Person will not, as so long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 VIII for any fees of other counsel or any other expenses of any Indemnified Person with respect to the defense of such proceedingthird-party claim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingthird-party claim, other than reasonable costs of investigation. If the Indemnifying Party Person assumes the defense of a Proceedingthird-party claim, (ix) it such assumption will be conclusively established establish for purposes of this Agreement that the claims made in that Proceeding third-party claim are within the scope of and subject to indemnification, regardless of the amount, and (iiy) no compromise or settlement of such third-party claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person by any Indemnified Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyPerson, and (iii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Party Person of the commencement assertion of any Proceeding third-party claim and the Indemnifying Party Person does not, within thirty ten (3010) days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingthird-party claim, the Indemnifying Party Person will be bound by any determination made in such Proceeding third-party claim or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a third-party claim may adversely affect such Indemnified Person other than as a result of such Proceedingmonetary damages for which it would be entitled to indemnification under this Agreement, in each casethe Indemnified Person may, with the consent of by notice to the Indemnifying Party Person, assume the exclusive right to defend, compromise or settle such third-party claim, but the Indemnifying Person will not be bound by any determination of any third-party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) With respect to any third-party claim subject to indemnification under this Article VIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such third-party claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the Indemnified Persons and Indemnifying Persons shall render to each other such assistance as they may reasonably require of each other and cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (e) With respect to any third-party claim subject to indemnification under this Article VIII, the Parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its reasonable best efforts, in respect of any third-party claim in which it has assumed or has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any Parties hereto and counsel responsible for or participating in the defense of any third-party claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Any party claiming indemnification under this Section 7 is referred to in this Agreement as an "Indemnified Person" and any party against whom such claims are asserted under this Section 7 is referred to in this Agreement as an "Indemnifying Person." (b) Within 15 days after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itaction by any third party evidenced by service of process or other legal pleading, such or with reasonable promptness after the assertion in writing of any claim by a third party, the 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 of the commencement Person written notice thereof, together with a copy of such claim, but the process or other legal pleading. The failure to so notify the Indemnifying Party Person within the above time frame will not relieve the Indemnifying Party Person of any liability that it may have to any the Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is unduly prejudiced by the Indemnified Party’s Person's failure to give such notice, or except if such notice is not delivered before the time specified in Section 7.6(f). The Indemnifying Person shall have the right to undertake and control the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (bc) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party Person, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day immediately preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the commencement of person asserting such Proceedingclaim), the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and has not notified the Indemnified Party determines in good faith that joint representation would be inappropriate, or (y) 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 Proceeding with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of defend against such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such Indemnified Person shall have the right to undertake the defense, be liable to the Indemnified Party under this Article 10 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, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by claim through counsel of its choice on behalf of and for the account and risk of the Indemnifying Person, at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party without and its counsel shall have the Indemnified Party’s consent unless right to be present at the sole relief provided is monetary damages that are paid in full by negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of 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 thirty (30) 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (which approval shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Indemnified Party under Section 10.2 or Section 10.3 of Person receives notice of the assertion or commencement of any Proceeding made or brought by any Person who is not a Party, an Affiliate of a Party, or a 60 Representative of a Party or an Affiliate of a Party (a “Third‑Party Claim”) against it, such Indemnified Party will, if a claim is Person with respect to be made against an Indemnifying Party under such Section, give notice to which the Indemnifying Party of Person is obligated to provide indemnification under this Agreement, the commencement Indemnified Person shall give the Indemnifying Person prompt written notice of such claim, but the Third‑Party Claim. The failure to notify the Indemnifying Party give such prompt written notice will not not, however, relieve the Indemnifying Party Person of any liability that it may have to any Indemnified Partyits indemnification obligations, except and only to the extent that the Indemnifying Party demonstrates that the defense Person forfeits rights or defenses by reason of such action is prejudiced failure. Such notice by the Indemnified Party’s failure to give such noticePerson must describe the Third‑Party Claim in reasonable detail and must indicate the estimated amount, if reasonably practicable, of the Damages that have been or could be sustained by the Indemnified Person. (b) If any Proceeding referred The Indemnifying Person shall have the right to in Section 10.5(a) is brought against an Indemnified Party and it gives participate in, or by giving written notice to the Indemnifying Party Indemnified Person within thirty (30) days after being notified 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 (x) the Indemnifying Party is also a party to such Proceeding and Third‑Party Claim by the Indemnified Party determines Person in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification accordance with respect to such ProceedingSection 8.6(i), to assume the defense of such Proceeding with Third‑Party Claim at the Indemnifying Person’s expense and by the Indemnifying Person’s own counsel satisfactory (such counsel must be reasonably acceptable to the Indemnified Party Person), and the Indemnified Person shall cooperate in good faith in such defense. The Indemnified Person shall have the right, at its own cost and expense, to participate in the defense of any Third‑Party Claim with counsel selected by the Indemnified Person subject to the Indemnifying Person’s right to control the defense thereof and, after notice from in any event, the Indemnifying Party Person shall keep the Indemnified Person fully apprised as to the status of such defense. If the Indemnifying Person elects not to assume the defense of such Third‑Party Claim or fails to timely notify the Indemnified Party Person in writing of its the Indemnifying Person’s election to assume the defense of such ProceedingThird‑Party Claim as provided in this Agreement, the Indemnifying Party will notIndemnified Person shall be entitled to, as long as it diligently conducts subject to Section 8.6(iv), pay, compromise and defend such defense, be liable to the Indemnified Party under this Article 10 Third‑Party Claim and seek indemnification for any fees of other counsel or any other expenses and all Damages based upon, arising out of, with respect to the defense or by reason of such proceeding, Third‑Party Claim. Parent and the Securityholder Representative shall cooperate with each other in each case subsequently incurred by the Indemnified Party all reasonable respects in connection with the defense of any Third‑Party Claim, including making available records relating to such ProceedingThird‑Party Claim (to the extent permitted by applicable Legal Requirements) and making available, without expense (other than reasonable costs reimbursement of investigation. If actual out‑of‑pocket expenses) to the Indemnifying defending Party, management employees of the non‑defending Party assumes in such a manner as not to unreasonably interfere with the normal operations of the non‑defending Party, as may be reasonably necessary for the preparation of the defense of a Proceedingsuch Third‑Party Claim. (c) Notwithstanding anything in this Agreement to the contrary, if (i) it will be conclusively established for purposes the Indemnifying Person is given notice of this Agreement that a Third‑Party Claim in compliance with Section 8.6(i) and fails to notify the claims made in that Proceeding are Indemnified Person of the Indemnifying Person’s election to defend such Third‑Party Claim within the scope of and subject to indemnification, regardless of the amounttime prescribed in Section 8.6(ii), (ii) no compromise the claim for indemnification is based upon, arises out of, is with respect to or settlement is by reason of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Partyany criminal or quasi‑criminal Proceeding, and (iii) the relief sought in connection with the Third‑Party Claim is not solely monetary Damages, (iv) the Indemnified Party will have no liability Person reasonably concludes, based upon advice of counsel, that either a conflict exists between the Indemnifying Person and the Indemnified Person in connection with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party the defense of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice Third‑Party Claim or there are legal defenses available to the Indemnified Party Person that are different from or additional to those available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person, (v) Parent, if acting as the Indemnified Person, reasonably concludes that the Damages relating to such Third‑Party Claim could exceed the then current balance of its election the Escrow Fund, (vi) the Third‑Party Claim is asserted directly by or on behalf of a Person that is a material customer, supplier, distributor, lessor, licensor, licensee or creditor of the Indemnified Person, or (vii) the defense of the Third‑Party Claim is not instituted and is not continuously maintained in good faith by the Indemnifying Person, then, in any such case, the Indemnified Person is entitled to assume the defense of such ProceedingThird‑Party Claim and assert a claim against the Indemnifying Person for indemnification with respect to such Third‑Party Claim pursuant to the terms of this Article VIII, with the reasonable costs and expenses of such defense to be included in the amount of Damages sought pursuant to such indemnification. The Indemnifying Person shall cooperate in good faith with the Indemnified Person with respect to the transfer of the defense of such Third‑Party Claim from the Indemnifying Person to the Indemnified Person in accordance with this Section 8.6(iii). (d) Notwithstanding anything in this Agreement to the contrary, the Indemnifying Party will be bound by Person shall not enter into a settlement of any determination made in such Proceeding or any compromise or settlement effected by Third‑Party Claim without the Indemnified Party of such Proceeding, in each case, with the prior written consent of the Indemnifying Party Indemnified Person (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed), except as provided in this Section 8.6(iv). If a firm offer is made to settle a Third‑Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Person and provides, in customary form, for the unconditional release of each Indemnified Person from all Liabilities in connection with such Third‑Party Claim and the Indemnifying Person desires to accept and agree to such offer, the Indemnifying Person shall give written notice to that effect to the Indemnified Person. If the Indemnified Person fails to consent in writing to such firm offer within fifteen (15) days after the Indemnified Person’s receipt of such notice, the Indemnified Person shall be entitled to continue to contest or defend such Third‑Party Claim and in such event, the maximum Liability of the Indemnifying Person as to such Third‑Party Claim is not to exceed the amount of such settlement offer. If the Indemnified Person fails to consent to such firm offer and also fails to timely assume defense of such Third‑Party Claim, the Indemnifying Person shall be entitled to settle the Third‑Party Claim upon the terms set forth in such firm offer to settle such Third‑Party Claim. If the Indemnified Person has assumed the defense of any Third‑Party Claim pursuant to Section 8.6(ii) or Section 8.6(iii), the Indemnified Person shall have the right to conduct such defense, and to compromise and settle in good faith any such Third‑Party Claim. If the Indemnifying Person consents to the compromise or settlement of any such Third‑Party Claim, then such Indemnifying Person shall be bound by any ultimate judgment or settlement as to the existence and the amount of such Third Party Claim and the amount of said judgment or settlement (including the costs and expenses of defending such Third Party Claim); provided, however, that except with the prior written consent of the Indemnifying Person, no settlement of any such Third‑Party Claim shall be solely determinative that such Third‑Party Claim is covered by indemnification hereunder or as to the amount of Damages the Indemnified Person is entitled to recover pursuant to the indemnification provisions of this Article VIII relating to such Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified any Party under Section 10.2 or Section 10.3 of notice entitled to indemnity hereunder of the commencement of any Proceeding Claim against itsuch Party (the “Indemnified Party”), such Indemnified Party will, if a claim Claim is to be made against an Indemnifying Party indemnifying party under such Sectionthis Section 10, give notice to the party obligated to provide indemnification pursuant to this Section 10 (the “Indemnifying Party Party”) of the commencement of such claimClaim, specifying the factual basis of the Claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Party, 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 actually prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding third party Claim referred to in Section 10.5(a10.4(a) is brought against an Indemnified Party, the Indemnified Party and it gives shall give notice to the Indemnifying Party of the commencement of such Proceedingthird party Claim within ten (10) Business Days after receipt by such Indemnified Party of notice of the third party Claim. The Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days’ after receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Thereafter, the Indemnifying Party will be entitled to participate in such Proceeding andentitled, to the extent that if it wishes (unless (x) 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 (y) the Indemnifying Party fails to provide reasonable assurance so elects by written notice to the Indemnified Party within ten (10) days of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)receiving the Indemnified Party’s notice of the Claim, to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such Proceeding counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall reasonably determine that there is a conflict of interest between the Indemnifying Party and the Indemnified Party with counsel satisfactory respect to such third party Claim or there are or may be legal defenses available to the Indemnified Party and, after notice which are different from or in addition to those available to the Indemnifying Party or a difference of position or potential difference of position exists between the Indemnifying Party and the Indemnified Party that would make such separate representation advisable in the reasonable opinion of counsel to the Indemnified Party of its election to assume Party, in which case the defense reasonable fees and expenses of such Proceeding, counsel will be borne by the Indemnifying Party will not, unless such representation is advisable solely as long as it diligently conducts such defense, be liable to the result of activities of the Indemnified Party under this Article 10 since the Closing for any fees of other counsel or any other expenses with respect to which no indemnity has been given by the defense of such proceedingIndemnifying Party, in each case subsequently incurred by and (ii) the Indemnified Party shall not have any obligation to give any notice of any assertion of liability by a third party unless such assertion is in connection with writing. With respect to any assertion of liability by a third party that results in a third party Claim, the defense of parties hereto shall make available to each other all relevant information in their possession that is material to any such Proceeding, other than reasonable costs of investigation. assertion. (c) If the Indemnifying Party assumes the defense of a Proceedingthird party Claim, (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, regardless of the amount, (ii) no compromise or settlement of such claims third party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation by any Indemnified Party of any Applicable Law or any violation by any Indemnified Person of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and ; (iiiii) the Indemnified Indemnifying Party will have no liability Liability with respect to any compromise or settlement of such claims third party Claim effected without its consent. If notice is given to an the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed); and (iii) the Indemnified Party will cooperate, at the expense of the commencement of any Proceeding and Indemnifying Party, as the Indemnifying Party does notmay reasonably request in investigating, within thirty defending and subject to clause (30i) days after settling such third party Claim. If the Indemnified Party’s notice Indemnifying Party elects not to defend a third party Claim, is given, give notice not permitted to defend such third party Claim for a reason addressed in this Section 10.4 or fails to notify the Indemnified Party of its election to assume the defense of such Proceedingas herein provided, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party of may pay, compromise, settle or defend such Proceeding, in each case, with third party Claim at the consent sole cost and expense of the Indemnifying Party (not if the Indemnifying Party is determined to be unreasonably withheldliable to the Indemnified Party hereunder. In any event, delayed or conditioned)the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of any third party Claim.