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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of an occurrence which any Indemnified Person asserts a claim that is subject to indemnification hereunder, the Indemnified Person shall provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of Promptly after receipt by an occurrence which any Indemnified Person asserts of notice of the commencement of any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a "Proceeding") against it, such Indemnified Person will, if a claim that is subject to indemnification hereunderbe made against Purchasers under this SECTION 9, give notice to the Indemnified Person shall provide reasonably prompt written notice indemnifying parties of the commencement of such event to Proceeding, but the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully notify the indemnifying parties will not relieve the indemnifying parties of any liability that indemnifying parties may have to any Indemnified Persons, except to the extent the indemnifying parties are materially prejudiced thereby. If any Proceeding is brought against an Indemnified Person and the Indemnified Person gives notice to the indemnifying parties of the commencement of such Proceeding, the indemnifying parties will be entitled to participate at its own expense through counsel in such Proceeding and, to the extent that they wish (unless the indemnifying parties are also parties to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or the indemnifying parties fail to provide reasonable assurance to the Indemnified Persons of its own choosing) their financial capacity to defend such Proceeding), to assume control the defense of such Proceeding with counsel satisfactory to the Indemnified Persons and, after notice from the indemnifying parties to the Indemnified Persons of their election to assume the defense of such Proceeding. If the indemnifying parties assume 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; and (ii) no compromise or settlement of such claims may be effected by the indemnifying parties without the Indemnified Persons' consent. If notice is given to the indemnifying parties of the defense, settlement, adjustment or compromise commencement of any Third-Party Claim if Proceeding and the Indemnifying Person gives written indemnifying parties do not, within twenty (20) days after the Indemnified Persons' notice is given, give notice to the Indemnified Person Persons of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose their election to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated of such Proceeding, the indemnifying parties will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified PersonPersons. With respect to any Proceeding both the Indemnified Persons and the indemnifying parties, without as the prior written consent case may be, shall keep the other parties fully informed of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree Proceeding at all stages thereof and to render to each other such assistance as they may reasonably require of each other and to cooperate fully in good faith with each other in connection with order to ensure the defense, negotiation or settlement proper and adequate defense of any Third-Party ClaimsProceeding brought by any third party. Notwithstanding anything With respect to any Proceeding, the parties agree to cooperate in this Section 7.4 such a manner as to preserve in full (to the contrary, none extent possible) the confidentiality of all confidential business records and the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, attorney-client and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Thirdwork-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimproduct privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by an indemnified person under Section 8.1 or Section 8.2 hereof (an "Indemnified Person") of notice of the event assertion of an occurrence which any third-party claim against such Indemnified Person asserts a claim that is subject to indemnification hereunder, 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 VIII, (i) in the case of any claim brought against any Parent Indemnified Person, the Parent shall provide reasonably prompt give written notice of the assertion of such third-party claim to (A) the Company, in the case such notice is delivered prior to the Closing or following the termination of this Agreement, or (B) the Shareholder Representative, in the case such notice is delivered on or after the Closing, and (ii) in the case of any claim brought against any Company Indemnified Person, the Company (in the event such notice is delivered prior to the Closing or following the termination of this Agreement) or the Shareholder Representative (in the event such notice is delivered on or after the Closing) shall give written notice to the Parent of the assertion of such third-party claim (any such indemnification notice, an "Indemnification Notice"; the recipient of such notice pursuant to clauses (i) or (ii) above, the "Indemnifying Person Representative") of the assertion of such third-party claim; provided, however, that the failure to notify the Indemnifying Person Representative will not relieve any Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the defense of such third-party claim is actually and materially prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person provides an Indemnification Notice to the Indemnifying Person specifying Representative, the Indemnifying Person Representative will be entitled to participate in reasonable detail the factual basis for defense of such third-party claim (and, to the extent then known that the Indemnifying Person Representative wishes, by providing written notice thereof to the Indemnified Person within ten (10) Business Days of the delivery of the Indemnification Notice to the Indemnified Person Representative, to assume the defense of such third-party claim with counsel reasonably satisfactory to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall Representative will not settle 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 Person is also a Person against whom the third-party claim is made and the Indemnified Person reasonably determines that joint representation would be inappropriate, and (y) the Indemnified Person notifies the Indemnifying Person Representative in the Indemnification Notice that the facts described in clauses (i) or (ii) above are applicable and that the Indemnified Person is electing to assume the defense of such third-party claim. (c) After notice from the Indemnifying Person Representative to the Indemnified Person of its election to assume the defense of such third-party claim pursuant to Section 8.6(b) hereof, the Indemnifying Person will not, so long as the Indemnifying Person Representative diligently conducts such defense, be liable to the Indemnified Person under this Article VIII for any fees of other counsel or any other expenses of the Indemnified Persons with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third-party claim. If the Indemnifying Person Representative assumes the defense of a third-party claim, no compromise a Thirdor settlement of such third-Party Claim party claims may be effected by the Indemnifying Person Representative without the prior Indemnified Person's written consent (which may not be unreasonably withheld, conditioned or delayed) unless (x) there is no finding or admission of any violation of Legal Requirements or the rights of any other Person by any Indemnified Person, (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and the Indemnified Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent and (z) the Indemnified Person is unconditionally released from any liability arising from such third party claim. (d) If (i) notice is given to the Indemnifying Person Representative of the assertion of any third-party claim and the Indemnifying Person Representative does not, within ten (10) Business Days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim pursuant to Section 8.6(b) hereof, or (ii) the Indemnified Person elects to assume the defense of such third-party claim in the Indemnification Notice in accordance with Section 8.6(b) hereof, no compromise or settlement of such third-party claim may be effected by the Indemnified Person without the Indemnifying Person Representative's written consent (which may not be unreasonably withheld, conditioned or delayed) unless (x) there is no finding or admission of any violation of Legal Requirements or the rights of any other Person by any Indemnifying Person, (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 with respect to any compromise or settlement of such third-party claims effected without its consent and (z) the Indemnified Person is unconditionally released from any liability arising from such third party claim. (e) With respect to any third-party claim subject to indemnification under this Article VIII: (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 claims, actions, suits proceedings (including, without limitation, arbitration or alternative dispute resolution proceedings) or investigations by or before, or otherwise involving, any Governmental Entity 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 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 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) Anything to the contrary in this Article VIII notwithstanding, the Company Indemnified Persons shall be entitled to control the defense of any third-party claim relating to or arising in connection with any Taxes of the Company or any Subsidiary that are brought by a third-party prior to the termination of the Escrow Agreement and for which the Company Indemnified Persons have an obligation to indemnify the Parent Indemnified Persons pursuant to Section 8.1 hereof and shall be entitled to settle, compromise or otherwise resolve such third-party claims, provided that such settlement, compromise or resolution shall be subject to the written consent (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, Parent Indemnified Persons if such settlement, adjustment compromise or compromise of any such Third-Party Claim for which any Indemnified Person resolution would reasonably be entitled expected to indemnification hereunder, then increase the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses Taxes of the Indemnified Person may be considered Damages Company or any Subsidiary for which any period beginning after the Indemnified Person shall be entitled Closing Date; provided, however, that all third-party claims relating to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other arising in connection with Taxes of the defense, negotiation Company or settlement any Subsidiary for a Straddle Period shall be governed by Sections 8.6(a) - (f) hereof. For purposes of any Third-Party Claims. Notwithstanding anything in this Section 7.4 8.6(g), "Straddle Period" shall mean any taxable period beginning on or prior to and ending after the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party ClaimClosing Date.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of Promptly after receipt by an occurrence which any Indemnified Person asserts of notice of the commencement of any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a "Proceeding") against it, such Indemnified Person will, if a claim that is subject to indemnification hereunderbe made against a party obligated to provide indemnity under this Section 9, give notice to the Indemnified Person shall provide reasonably prompt written notice indemnifying parties of the commencement of such event to Proceeding, but the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully notify the indemnifying parties will not relieve the indemnifying parties of any liability that indemnifying parties may have to any Indemnified Persons, except to the extent the indemnifying parties are materially prejudiced thereby. If any Proceeding is brought against an Indemnified Person and the Indemnified Person gives notice to the indemnifying parties of the commencement of such Proceeding, the indemnifying parties will be entitled to participate at its own expense through counsel in such Proceeding and, to the extent that they wish (unless the indemnifying parties are also parties to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or the indemnifying parties fail to provide reasonable assurance to the Indemnified Persons of its own choosing) their financial capacity to defend such Proceeding), to assume control the defense of such Proceeding with counsel satisfactory to the Indemnified Persons and, after notice from the indemnifying parties to the Indemnified Persons of their election to assume the defense of such Proceeding. If the indemnifying parties assume 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; and (ii) no compromise or settlement of such claims may be effected by the indemnifying parties without the Indemnified Persons' consent. If notice is given to the indemnifying parties of the defense, settlement, adjustment or compromise commencement of any Third-Party Claim if Proceeding and the Indemnifying Person gives written indemnifying parties do not, within twenty (20) days after the Indemnified Persons' notice is given, give notice to the Indemnified Person Persons of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose their election to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated of such Proceeding, the indemnifying parties will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified PersonPersons. With respect to any Proceeding both the Indemnified Persons and the indemnifying parties, without as the prior written consent case may be, shall keep the other parties fully informed of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree Proceeding at all stages thereof and to render to each other such assistance as they may reasonably require of each other and to cooperate fully in good faith with each other in connection with order to ensure the defense, negotiation or settlement proper and adequate defense of any Third-Party ClaimsProceeding brought by any third party. Notwithstanding anything With respect to any Proceeding, the parties agree to cooperate in this Section 7.4 such a manner as to preserve in full (to the contrary, none extent possible) the confidentiality of all confidential business records and the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, attorney-client and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Thirdwork-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimproduct privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Within 15 days after receipt of notice of commencement of any action by any third party evidenced by service of process or other legal pleading, or with reasonable promptness after the event assertion in writing of an occurrence which any Indemnified Person asserts claim by a claim that is subject to indemnification hereunderthird party, the Indemnified Person party seeking indemnification pursuant to this Section 9 (the "INDEMNIFIED PERSON") shall provide reasonably prompt give the person from whom indemnification is sought (the "INDEMNIFYING PERSON") written notice thereof, together with a copy of such event claim, process or other legal pleading. The failure to so notify the Indemnifying Person specifying in reasonable detail within the factual basis for such claim (to above time frame will not relieve the extent then known Indemnifying Person of any liability it may have to the Indemnified Person), except to the specific section extent the Indemnifying Person demonstrates that the defense of this Agreement upon which the claim such action is based, an estimate, if possible, of the amount of Damages suffered prejudiced by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s 's failure to give timely such notice, or except if such notice or to furnish is not delivered before the Expiration Date. The Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to have the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume undertake and control of the defense, settlement, adjustment compromise or other disposition thereof at its own expense and through legal representatives 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 Third-Party Claim if such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (b) If the Indemnifying Person gives written Person, by the earlier to occur of the 30th day after receipt of notice of any such claim or, 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 person asserting such claim, has not notified the Indemnified Person of its intention election to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provideddefend against such claim, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct undertake the defense, settlementcompromise or settlement of such claim through counsel of its choice on behalf of and for the account and risk of the Indemnifying Person, adjustment at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party 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 Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such action or claim shall be settled, adjusted or compromised, or subject to the defense thereof terminated by the Indemnified Person, without the prior written consent approval of the Indemnifying Person (Party, which consent approval shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of Promptly after receipt by an occurrence which any Indemnified Person asserts under Section 9.1, 9.2, 9.8, 9.9 or 10.12 of notice of the commencement or Threatened commencement of any third-party Proceeding against it (a "Third-Party Claim"), such Indemnified Person shall, if a claim that is subject to indemnification hereunderbe made against a Person (the "Indemnifying Person") under Section 9.1, the Indemnified Person shall provide reasonably prompt 9.2, 9.8, 9.9 or 10.12, give written notice of such event containing reasonable detail to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount assertion of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “such Third-Party Claim”) . The failure to give such prompt written notice shall not constitute a defense (in part or in whole) to any claim for not, however, relieve the Indemnifying Person of their indemnification by such partyobligations, except and only to the extent that such failure shall result in any material prejudice to materially prejudices the Indemnifying Persondefense of such Third-Party Claim. If such event involves a any Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies)is brought against an Indemnified Person, the Indemnifying Person may elect, at its sole expense (without prejudice to participate in the right defense of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim if and, to the extent that it may elect, to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. In such event, the Indemnifying Person gives written notice shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable, for any fees of its intention other counsel with respect to do so no later than thirty (30) days following its receipt the defense of the Indemnification Noticesuch Proceeding; provided, however, that if the Indemnifying Person shall not settle and the Indemnified Person are both named parties to the Proceeding and representation of both parties by the same counsel would be inappropriate due to actual or compromise potential differing interests between them, then the Indemnified Person may participate in such defense with one separate counsel (and one additional separate local counsel) at the reasonable expense of the Indemnifying Person. An election to assume the defense of a Third-Party Claim shall not be deemed to be an admission that the Indemnifying Person is liable to the Indemnified Person in respect of such Third-Party Claim or that the claims made in the Third-Party Claim are within the scope of or subject to indemnification under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable. If the Indemnifying Person assumes the defense of a Third-Party Claim, then the Indemnified Person may participate in the defense of such Third-Party Claim, including attending meetings, conferences, teleconferences, settlement negotiations and other related events (and to employ counsel at its own expense in connection therewith); provided, it being understood that the Indemnifying Person shall control the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of any such Third-Party Claim, the Indemnified Person shall cooperate with the Indemnifying Person in the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of the Third-Party Claim, no compromise or settlement of such claim may be effected by the Indemnifying Person without the Indemnified Person's prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned 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, which consent shall not be required if (ii) the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified sole relief provided is monetary damages that are paid in full by the Indemnifying Person in and (iii) the terms of such compromise or settlement include a full and unconditional release of the Indemnified Person from all Liability with the limitations set forth in this Agreement. If the Indemnifying Person fails respect to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant such Third-Party Claim. If Without the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, without the 's prior written consent of the Indemnifying Person (consent, which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld conditioned or delayed, no Indemnified Person may settle or compromise any Third-Party Claim or permit a default or consent to the entry of any judgment for which the Indemnified Person is seeking indemnification under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable, unless the claimant Indemnifying Person fails to assume and maintain the defense of such Third-Party Claim pursuant to this Section 9.5(b). If it is ultimately determined that the Indemnifying Person provide is not obligated to indemnify, defend or hold harmless the Indemnified Person in connection with any Third-Party Claim, then the Indemnified Person shall promptly reimburse the Indemnifying Person for any and all costs and expenses (including reasonable attorney's fees and court costs) incurred by the Indemnifying Person in its defense of such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of an occurrence which If any Indemnified Person asserts receives notice of the assertion or commencement of any Proceeding made or brought by any Person who is not a claim that Party, an Affiliate of a Party, or a 60 Representative of a Party or an Affiliate of a Party (a “Third‑Party Claim”) against such Indemnified Person with respect to which the Indemnifying Person is subject obligated to provide indemnification hereunderunder this Agreement, the Indemnified Person shall provide reasonably give the Indemnifying Person prompt written notice of such event Third‑Party Claim. The failure to give such prompt written notice will not, however, relieve the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for its indemnification by such partyobligations, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control must describe the Third‑Party Claim in reasonable detail and must indicate the estimated amount, if reasonably practicable, of the defense, settlement, adjustment Damages that have been or compromise of any Third-Party Claim if could be sustained by the Indemnified Person. (b) The Indemnifying Person gives shall have the right to participate in, or by giving written notice to the Indemnified Person of its intention to do so no later than within thirty (30) days following after being notified of a Third‑Party Claim by the Indemnified Person in accordance with Section 8.6(i), to assume the defense of such Third‑Party Claim at the Indemnifying Person’s expense and by the Indemnifying Person’s own counsel (such counsel must be reasonably acceptable to the Indemnified Person), and the Indemnified Person shall cooperate in good faith in such defense. The Indemnified Person shall have the right, at its receipt 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, in any event, the Indemnifying 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 Person in writing of the Indemnification Notice; providedIndemnifying Person’s election to assume the defense of such Third‑Party Claim as provided in this Agreement, howeverthe Indemnified Person shall be entitled to, subject to Section 8.6(iv), 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 Third‑Party Claim. Parent and the Securityholder Representative shall cooperate with each other in all reasonable respects in connection with the defense of any Third‑Party Claim, including making available records relating to such Third‑Party Claim (to the extent permitted by applicable Legal Requirements) and making available, without expense (other than reimbursement of actual out‑of‑pocket expenses) to the defending Party, management employees of the non‑defending Party 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 such Third‑Party Claim. (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 8.6(i) and fails to notify the Indemnified Person of the Indemnifying Person’s election to defend such Third‑Party Claim within the time prescribed in Section 8.6(ii), (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 Claim or there are legal defenses available to the Indemnified 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 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 Third‑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 Person shall not settle or compromise enter into a Third-Party settlement of any Third‑Party Claim without the prior written consent of all the Indemnified Persons Person (which such consent shall not to be unreasonably withheld, conditioned or delayed), which consent shall not be required if 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 settlement creation of a financial or compromise provides for a release from liability for such other obligation on the part of the Indemnified Person or and provides, in customary form, for the settlement does not impose any obligations on 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 Party other than financial obligations for which 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 indemnified entitled to continue to contest or defend such Third‑Party Claim and in full by such event, the maximum Liability of the Indemnifying Person in 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 and with the limitations set forth in this Agreement. If the Indemnifying Person fails such firm offer to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party settle such Third‑Party Claim. If the Indemnifying Indemnified Person does not so choose to assume control of has assumed the defense, settlement, adjustment or compromise defense of any such Third-Party Third‑Party Claim for which any Indemnified Person would be entitled pursuant to indemnification hereunderSection 8.6(ii) or Section 8.6(iii), then the Indemnified Person shall have the right to conduct the such defense, settlement, adjustment and to compromise and settle in good faith any such Third‑Party Claim. If the Indemnifying Person consents to the compromise or compromise settlement of any such Third-Party Third‑Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified then such Indemnifying Person shall be entitled bound by any ultimate judgment or settlement as to seek indemnification under this Article VII. No the existence and the amount of such claim shall be settledThird Party Claim and the amount of said judgment or settlement (including the costs and expenses of defending such Third Party Claim); provided, adjusted or compromisedhowever, or the defense thereof terminated by the Indemnified Person, without that except with the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defensePerson, negotiation or no settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 such Third‑Party Claim shall be solely determinative that such Third‑Party Claim is covered by indemnification hereunder or as to the contrary, none amount of Damages the Seller or any Indemnified Person shall, without is entitled to recover pursuant to the written consent of, in the case indemnification provisions of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide this Article VIII relating to such other party an unqualified release from all liability in respect of the Third-Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by a party seeking indemnification under Sections 7.2 or 7.3 (the event “Indemnified Person”), of an occurrence which notice of the commencement of any Proceeding against it or the Company, such Indemnified Person asserts will, if a claim that is subject to be made against a party providing indemnification hereunderunder such Sections (the “Indemnifying Person”), the Indemnified Person shall provide reasonably prompt written give notice of such event to the Indemnifying Person specifying in reasonable detail of the factual basis for commencement of such claim (claim, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to that the Indemnifying Person all relevant information which demonstrates that the defense of such action is material to actually and materially prejudiced by the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely such notice. (b) If any Proceeding referred to in Section 7.7(a) is brought against an Indemnified Person and it gives notice or to furnish the Indemnifying Person with any relevant data and documents of the commencement of such Proceeding, the Indemnifying Person will, unless the claim involves Taxes or social security matters, be entitled to participate at its own costs in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such partyProceeding and, except and only to the extent that it wishes (unless (i) the Indemnifying Person is also a party to such failure shall result Proceeding and the Indemnified Person determines in any material prejudice good faith that joint representation would be inappropriate, or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnifying Person. If Indemnified Person of its financial capacity to defend such event involves a Third-Party Claim (other than any audit, litigation or other proceeding Proceeding and provide indemnification with respect to Taxes or Tax Returns such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Acquired Companies)Indemnified Person and, after notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person may electwill not, at its sole expense (without prejudice as long as it diligently conducts such defense, be liable to the right of the Indemnified Person under this Article VII for any fees of other counsel or any other expenses with respect to fully participate at its own expense through counsel the defense of its own choosing) to assume control such Proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of the defensesuch Proceeding, settlement, adjustment or compromise other than reasonable costs of any Third-Party Claim if investigation. If the Indemnifying Person gives written assumes the defense of a Proceeding: (i) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s consent which will not 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 Person; and (ii) the Indemnified 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 Person of the commencement of any Proceeding and the Indemnifying Person does not, within thirty days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its intention election to do so no later than thirty (30) days following its receipt assume the defense of the Indemnification Notice; providedsuch Proceeding, however, that the Indemnifying Person shall not settle will be bound by any determination made in such Proceeding or any compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated effected by the Indemnified Person, without unless the claim involves Taxes, in which case any such compromise or settlement shall require such Indemnifying Person's prior written consent of the Indemnifying Person (consent, which consent shall will not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) In Promptly after receipt by an Investor Indemnified Person of notice of the event commencement of any Proceeding against it, such Investor Indemnified Person will, if a claim is to be made against the Company, give notice to the Company of the commencement of such claim. The failure of an occurrence which any Investor Indemnified Person asserts a claim that is subject to indemnification hereunderprovide notice as specified in the preceding sentence will not relieve the Company (herein, the Indemnified Person shall provide reasonably prompt written notice "Indemnifying Person") of such event any liability that they may have to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the any Investor Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person demonstrates that the defense of such action is prejudiced by the Investor Indemnified Person. 's failure to give such notice. (ii) If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect Proceeding referred to Taxes or Tax Returns in Section 7(e)(i) is brought against an Investor Indemnified Person and it gives notice as provided therein of the Acquired Companies)commencement of such Proceeding, the Indemnifying Person may electwill, at its sole expense (without prejudice unless the claim involves Taxes, be entitled to participate and, to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosingextent that it wishes (unless (A) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice also is party to such Proceeding and the Investor Indemnified Person determines in good faith that joint representation would be inappropriate; or (B) the Indemnifying Person fails to provide reasonable assurance to the Investor Indemnified Person of its intention financial capacity to do so no later than thirty (30) days following its receipt defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnification Notice; providedInvestor Indemnified Person and, however, that after notice from the Indemnifying Person shall not settle to the Investor Indemnified Person of the Indemnifying Person's election to assume the defense of such Proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Investor Indemnified Person under this Section 7 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 Investor Indemnified Person in connection with the defense of such Proceeding. If the Indemnifying Person assumes the defense of a Proceeding, (I) no compromise a Third-Party Claim or settlement of such claims may be effected by the Indemnifying Person without the prior written Investor Indemnified Person's consent unless (x) there is no finding or admission of all 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 Investor Indemnified Persons Person; and (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if y) the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (II) the Investor Indemnified Person in the terms and will have no liability with the limitations set forth in this Agreementrespect to any compromise or settlement of such claims effected without its consent. If notice is given to the Indemnifying Person fails to respond to of the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If commencement of any Proceeding and the Indemnifying Person does not so choose not, within ten (10) days after the Investor Indemnified Person's notice is given, give notice to the Investor Indemnified Person of its election to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding or, with the Indemnified Person, without the prior written consent of the Indemnifying Person (which will not be unreasonably withheld), any compromise or settlement effected by the Investor Indemnified Person. (iii) 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, but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent shall (which may not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of an occurrence which any Promptly after receipt by a Purchaser Indemnified Person asserts or a Seller Indemnified Person, as the case may be, under Section 9.2 or 9.3, of notice of the commencement of any Proceeding against it, such Purchaser Indemnified Person or a Seller Indemnified Person, as the case may be, will, if a claim is to be made against a Purchaser Indemnifying Person or a Seller Indemnifying Person, as the case may be, under such Section, give notice to a Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, of the commencement of such claim, but the failure to notify a Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will not relieve the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, of any liability that is subject it may have to indemnification hereunder, the any Purchaser Indemnified Person shall provide reasonably prompt written notice of such event to or Seller Indemnified Person, as the Indemnifying Person specifying in reasonable detail the factual basis for such claim (case may be, except to the extent then known to the Indemnified Person)that, the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that, a Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, demonstrates that the defense of such action is prejudiced by the indemnifying party's failure shall result to give such notice. (b) If any Proceeding referred to in any material prejudice Section 9.7(a) is brought against Purchaser Indemnified Person or a Seller Indemnified Person, as the case may be, and it gives notice to the Purchaser Indemnifying Person or a Seller Indemnifying Person. If , as the case may be, of the commencement of such event involves Proceeding, the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, is also a Third-Party Claim party to such Proceeding and the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, determines in good faith that joint representation would be inappropriate, or (other than any auditii) the Purchaser Indemnifying Person or Seller Indemnifying Person, litigation as the case may be, fails to provide reasonable assurance to the Purchaser Indemnified Person or other proceeding Seller Indemnified Person, as the case may be, of its financial capacity to defend such Proceeding and provide indemnification with respect to Taxes or Tax Returns of the Acquired Companiessuch Proceeding), to assume the Indemnifying Person may elect, at its sole expense (without prejudice defense of such Proceeding with counsel satisfactory to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Purchaser Indemnified Person or Seller Indemnified Person, as the settlement does not impose case may be, and, after notice from the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, to the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, of its election to assume the defense of such Proceeding, the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will not, as long as it diligently conducts such defense, be liable to the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, under this Section 9 for any obligations on 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 Person or Seller Indemnified Person, as the case may be, in connection with the defense of such Proceeding, other than financial obligations reasonable costs of investigation. If the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, assumes the defense of a Proceeding, (i) it will be conclusively established for which purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, without the Purchaser Indemnified Person's or Seller Indemnified Person's, as the case may be, 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 Purchaser Indemnified Person shall be indemnified or Seller Indemnified Person, as the case may be, and (B) the sole relief provided is monetary damages that are paid in full by the Purchaser Indemnifying Person in or Seller Indemnifying Person, as the terms case may be; and (iii) the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, will have no liability with the limitations set forth in this Agreementrespect to any compromise or settlement of such claims effected without its consent. If the notice is given to a Purchaser Indemnifying Person fails to respond or Seller Indemnifying Person, as the case may be, of the commencement of any Proceeding and the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, does not, within ten days after the Purchaser Indemnified Person's or Seller Indemnified Person's, as the case may be, notice is given, give notice to the Indemnification Notice within Purchaser Indemnified Person or Seller Indemnified Person, as the aforementioned thirty (30) dayscase may be, it shall be considered that it has rejected of its election to assume the relevant Third-Party Claim. If defense of such Proceeding, the Purchaser Indemnifying Person does not so choose to assume control or Seller Indemnifying Person, as the case may be, will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be. (c) Notwithstanding the foregoing, if a Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, 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 the defense, settlement, adjustment or compromise of any such Third-Party Claim monetary damages for which any Indemnified Person it would be entitled to indemnification hereunderunder this Agreement, then the Purchaser Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Seller Indemnified Person, without as the prior written consent of case may be, may, by notice to the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, assume the exclusive right to defend, compromise, or settle such Proceeding, but the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which consent shall may not be unreasonably withheld). (bd) The parties hereto agree Company (prior to cooperate fully with each other in connection with Closing), the defensePurchaser (prior to Closing), negotiation or settlement Xxxxxxx, the Shareholder Trust, the Surviving Corporation, and the Parent hereby consent to the non-exclusive jurisdiction of any Third-Party Claims. Notwithstanding anything court in this Section 7.4 to the contrary, none of the Seller or which a Proceeding is brought against any Purchaser Indemnified Person shallor Seller Indemnified Persons, without as the written consent ofcase may be, for purposes of any claim that a Purchaser Indemnified Person or Seller Indemnified Persons, as the case may be, may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by an indemnified Person under Section 9.1 or 9.2 (an "Indemnified Person") of notice of the event assertion of an occurrence which any third-party claim against such Indemnified Person asserts a claim that is subject to indemnification hereunder, in respect of which the Indemnified Person shall provide reasonably prompt written notice desires to seek indemnification from an indemnifying person (an "Indemnifying Person") pursuant to the terms of such event this Article (b) If an Indemnified Person provides an Indemnification Notice to the Indemnifying Person specifying Representative, the Indemnifying Person Representative will be entitled to participate in reasonable detail the factual basis for defense of such third-party claim (and, to the extent then known that the Indemnifying Person Representative wishes, by providing written notice thereof to the Indemnified Person within ten (10) Business Days of the delivery of the Indemnification Notice to the Indemnified Person Representative, to assume the defense of such third-party claim with counsel reasonably satisfactory to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall Representative will not settle 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, (ii) the third-party claim seeks injunctive or equitable relief against the Indemnified Person or (iii) the Indemnifying Person is also a Person against whom the third-party claim is made and the Indemnified Person reasonably determines that joint representation would be inappropriate, and (y) the Indemnified Person notifies the Indemnifying Person Representative in the Indemnification Notice that the facts described in clause (i), (ii) or (iii) above are applicable and that the Indemnified Person is electing to assume the defense of such third-party claim. (c) After notice from the Indemnifying Person Representative to the Indemnified Person of its election to assume the defense of such third-party claim pursuant to Section 9.6(b) above, the Indemnifying Person will not, so long as the Indemnifying Person Representative diligently conducts such defense, be liable to the Indemnified Person under this Article IX for any fees of other counsel or any other expenses of the Indemnified Persons with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third-party claim. If the Indemnifying Person Representative assumes the defense of a third-party claim, no compromise a Thirdor settlement of such third-Party Claim party claims may be effected by the Indemnifying Person Representative without the prior Indemnified Person's written consent of all Indemnified Persons (which consent shall may not be unreasonably withheld, conditioned delayed or delayed), which consent shall not be required if the settlement conditioned) unless (x) there is no finding or compromise provides for a release from liability for such Indemnified Person admission of any violation of Legal Requirements or the settlement does not impose rights of any obligations on other Person by any Indemnified Person, and (y) the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and the Indemnified Person in the terms and will have no liability with the limitations set forth in this Agreement. respect to any compromise or settlement of such third-party claims effected without its consent. (d) If (i) notice is given to the Indemnifying Person fails Representative of the assertion of any third-party claim and the Indemnifying Person Representative does not, within ten (10) Business Days after the Indemnified Person's notice is given, give notice to respond the Indemnified Person of its election to assume the defense of such third-party claim pursuant to Section 9.6(b) above, or (ii) the Indemnified Person elects to assume the defense of such third-party claim in the Indemnification Notice within in accordance with Section 9.6(b) above, no compromise or settlement of such third-party claim may be effected by the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If Indemnified Person without the Indemnifying Person does Representative's written consent (which may not so choose to assume control of the defensebe unreasonably withheld, settlement, adjustment delayed or compromise conditioned) unless (x) there is no finding or admission of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then violation of Legal Requirements or the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise rights of any such Third-Party Claimother Person by any Indemnifying Person, and (y) the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated sole relief provided is monetary damages that are paid in full by the Indemnified Person, and the Indemnifying Persons will have no liability 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 prior written consent of 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 (which consent shall not be unreasonably withheld). ii) the parties agree (beach at its own expense) The parties hereto agree to render to each other such assistance as they may reasonably require of each other and to cooperate fully 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 with 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, negotiation 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 settlement participating in the defense of any Thirdthird-Party Claims. Notwithstanding anything in this Section 7.4 party claim will, to the contraryextent possible, none of the Seller be made so as to preserve any applicable attorney-client or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Thirdwork-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimproduct privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by either an Indemnified Seller or an Indemnified Buyer (aeither, an "Indemnified Person") In under Section 11.3 or 11.4, of notice of the event commencement of an occurrence which any Proceeding against it, such Indemnified Person shall give notice to the other party (the "Indemnifying Person") of the commencement thereof, but the failure so to notify Indemnifying Person shall not relieve it of any liability that it may have to any Indemnified Person asserts a claim that is subject to indemnification hereunder, the Indemnified Person shall provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (except to the extent then known Indemnifying Person demonstrates that the defense of such action is prejudiced thereby. In case any such Proceeding shall be brought against an Indemnified Person and it shall give notice to Indemnifying Person of the Indemnified Person)commencement thereof, the specific section of this Agreement upon which Indemnifying Person shall, unless the claim is basedinvolves Taxes, an estimatebe entitled to participate therein and, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that it shall wish (unless (i) Indemnifying Person is also a party to such failure shall result Proceeding and the Indemnified Person determines in any material prejudice good faith that joint representations would be inappropriate or (ii) Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), to assume the defense thereof with counsel selected by such Indemnifying Person. If Person and reasonably satisfactory to such event involves a Third-Party Claim (Indemnified Person and, after notice from Indemnifying Person to such Indemnified Person of its election so to assume the defense thereof, Indemnifying Person shall not be liable to such Indemnified Person under such Section for any fees of other than counsel or any audit, litigation or other proceeding expenses with respect to Taxes the defense of such Proceeding, in each case subsequently incurred by such Indemnified Person in connection with the defense thereof, other than reasonable costs of investigation. If Indemnifying Person assumes the defense of such a Proceeding, (a) no compromise or Tax Returns settlement thereof may be effected by Indemnifying Person without the Indemnified Person's consent unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the Acquired Companies), the Indemnifying rights of any Person and no effect on any other claims that may elect, at its sole expense (without prejudice to the right of be made against the Indemnified Person and (ii) the sole relief provided is monetary damages that are paid in full by Indemnifying Person and (b) Indemnifying Person shall have no liability with respect to fully participate at any compromise or settlement thereof effected without its own expense through counsel of its own choosing) consent. If notice is given to assume control Indemnifying Person of the defense, settlement, adjustment or compromise commencement of any Third-Party Claim if Proceeding and it does not, within ten days after the Indemnifying Person gives written Indemnified Person's notice is given, give notice to the Indemnified Person of its intention election to do so no later assume the defense thereof, Indemnifying Person shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Person. 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 thirty (30) days following its receipt as a result of monetary damages, such Indemnified Person may, by notice to Indemnifying Person, assume the Indemnification Notice; providedexclusive right to defend, howevercompromise or settle such Proceeding, that the but Indemnifying Person shall not settle be bound by any determination of a Proceeding so defended or any compromise a Third-Party Claim or settlement thereof effected without the prior written its consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by a Person indemnified pursuant to this Article V of notice of the event commencement of an occurrence which any Indemnified Proceeding against it, such indemnified Person asserts will, if a claim that is subject to indemnification hereunderbe made against an indemnifying Person pursuant to this Article V, give notice to the Indemnified indemnifying Person shall provide reasonably prompt written notice of the commencement of such event claim, but the failure to notify the Indemnifying indemnifying Person specifying in reasonable detail will not relieve the factual basis for such claim (indemnifying Person of any liability that it may have to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified any indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that the indemnifying Person demonstrates that the defense of such claim is prejudiced by the indemnifying Person's failure shall result to give such notice. (b) If any Proceeding referred to in any material prejudice Section 5.4(a) is brought against an indemnified Person and it gives notice to the Indemnifying Person. If indemnifying Person of the commencement of such event Proceeding, the indemnifying Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it desires (unless (i) the indemnifying Person is also a Third-Party Claim party to such Proceeding and the indemnified Person determines in good faith that joint representation would be inappropriate, or (other than any audit, litigation or other proceeding ii) the indemnifying Person fails to provide reasonable assurance to the indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to Taxes or Tax Returns of the Acquired Companiessuch Proceeding), to assume the Indemnifying Person may elect, at its sole expense (without prejudice defense of such Proceeding with counsel satisfactory to the right of indemnified Person and, after notice from the Indemnified indemnifying Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified indemnified Person of its intention election to do so assume the defense of such Proceeding, the indemnifying Person will not, as long as it diligently conducts such defense, be liable to the indemnified Person pursuant to this Article V 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If an indemnifying 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; (ii) no later than thirty compromise or settlement of such claims may be effected by the indemnifying Person without the indemnified Person's consent, unless (30A) days following its receipt there is no finding or admission of any violation of Legal Requirements or any violation of the Indemnification Notice; providedrights of any Person and no effect on any other claims that may be made against the indemnified Person, however, and (B) the sole relief provided is monetary damages that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified are paid in full by the Indemnifying indemnifying Person; and (iii) the indemnified Person in the terms and will have no liability with the limitations set forth in this Agreementrespect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying Person of the Indemnifying commencement of any Proceeding and the indemnifying Person fails to respond does not, within 10 days after the indemnified Person's notice is given, give notice to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying indemnified Person does not so choose of its election to assume control the defense of such Proceeding, the defenseindemnifying Person will be obligated by any determination made in such Proceeding or any compromise or settlement effected by the indemnified Person. (c) Notwithstanding the foregoing, settlement, adjustment if an indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or compromise its affiliates other than as a result of any such Third-Party Claim monetary damages for which any Indemnified Person it would be entitled to indemnification hereunderunder this Agreement, then the Indemnified indemnified Person shall have may, by notice to the indemnifying Person, assume the exclusive right to conduct the defensedefend, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromisedcompromise, or settle such Proceeding, but the defense thereof terminated indemnifying Person will not be obligated by the Indemnified Person, any determination of a Proceeding so defended or any compromise or settlement effected without the prior written its consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (bd) The parties hereto agree Shareholders hereby consent to cooperate fully with each other in connection with the defense, negotiation or settlement non-exclusive jurisdiction of any Third-Party Claims. Notwithstanding anything court in this Section 7.4 to the contrary, none of the Seller or which a Proceeding is brought against any MYG Indemnified Person shallfor purposes of any claim that a MYG Indemnified Person may have pursuant to this Agreement with respect to such Proceeding or the matters alleged therein, without the written consent of, and agree that process may be served on Shareholders with respect to such a claim anywhere in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by a Person entitled to indemnity under Section 9.2 or 9.3 (an “Indemnified Person”) of notice of the event assertion of an occurrence which any claim against any Indemnified Person asserts a claim that is subject to indemnification hereunder, the Indemnified Person shall provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an “Indemnifying Person”) shall of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not constitute a defense (in part or in whole) relieve the Indemnifying Person of any liability that it may have to any claim for indemnification by such partyIndemnified Person, except and only to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure shall result in any material prejudice to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person. If such event involves Person pursuant to Section 9.5(a) of the assertion of a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies)Claim, the Indemnifying Person may electshall be entitled to participate in the defense of such Third-Party Claim and, at its sole expense (without prejudice to the right of extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to fully participate at its own expense through counsel provide reasonable assurance to the Indemnified Person of its own choosing) financial capacity to defend such Third-Party Claim), to assume control the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 9 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) it shall be conclusively established for all purposes that the Third-Party Claim is properly the subject of indemnification hereunder and the Indemnifying Person shall thereafter be estopped from claiming otherwise in any subsequent Proceeding between the parties; (ii) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent, which consent will not be unreasonably withheld or delayed unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the defense, settlement, adjustment rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (iii) the Indemnified Person shall have no liability with respect to any compromise or compromise settlement of such Third-Party Claim effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim if and the Indemnifying Person gives written does not, within ten days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose election to assume control the defense of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person will be entitled to assume the defense of such Third-Party Claim. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may be considered Damages materially 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 shall be entitled may, by notice to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Indemnifying Person, without assume the prior written consent of exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person (which consent shall will not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement bound by any determination of any Third-Party Claims. Notwithstanding anything in Claim so defended for the purposes of this Section 7.4 to the contrary, none of the Seller Agreement or any Indemnified Person shall, compromise or settlement effected without the written its consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, (which may not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by an Indemnified Person under Section 11.2 or Section 11.3, of notice of the event commencement of any Proceeding against it, such Indemnified Person will, if a claim is to be made against an occurrence which indemnifying Person under such Section, give notice to the indemnifying Person of the commencement of such claim, but the failure to notify the indemnifying Person will not relieve the indemnifying Person of any liability that it may have to any Indemnified Person asserts a claim that is subject to indemnification hereunderPerson, the Indemnified Person shall provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (except to the extent then known to that the Indemnified Person), indemnifying Person demonstrates that the specific section defense of this Agreement upon which the claim such action is based, an estimate, if possible, of the amount of Damages suffered prejudiced by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s 's failure to give timely such notice. (b) If any Proceeding referred to in Section 11.5(a) is brought against an Indemnified Person and it gives notice or to furnish the Indemnifying indemnifying Person with any relevant data and documents of the commencement of such Proceeding, the indemnifying Person will, unless the claim involves Taxes, be entitled to participate in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such partyProceeding and, except and only to the extent that it wishes (unless (i) the indemnifying Person is also a party to such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying Person fails to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice provide reasonable assurance to the Indemnified Person of its intention financial capacity to do so defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Person and, after notice from the indemnifying Person to the Indemnified Person of its election to assume the defense of such Proceeding, the indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article XI 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying Person assumes the defense of a Proceeding, (i) no later than thirty compromise or settlement of such claims may be effected by the indemnifying Person without the Indemnified Person's consent unless (30A) days following its receipt there is no finding or admission of any violation of Legal Requirements or any violation of the Indemnification Notice; provided, however, rights of any Person and no effect on any other claims that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not may be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on made against the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying indemnifying Person; and (ii) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an Indemnified Person determines in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, good faith that there is a reasonable probability that a Proceeding may adversely affect it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control or its Related Persons other than as a result of the defense, settlement, adjustment or compromise of any such Third-Party Claim monetary damages for which any Indemnified Person it would be entitled to indemnification hereunderunder this Agreement, then the Indemnified Person shall have may, by notice to the indemnifying Person, assume the exclusive right to conduct the defensedefend, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromisedcompromise, or settle such Proceeding, but the defense thereof terminated indemnifying Person will not be bound by the Indemnified Person, any determination of a Proceeding so defended or any compromise or settlement effected without the prior written its consent of the Indemnifying Person (which consent shall may not be unreasonably withheld). (bd) The parties hereto agree hereby consent to cooperate fully with each other in connection with the defense, negotiation or settlement non-exclusive jurisdiction of any Third-Party Claims. Notwithstanding anything court in this Section 7.4 to the contrary, none of the Seller or which a Proceeding is brought against any Indemnified Person shallfor purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, without and agree that process may be served on any of the written consent of, parties hereto with respect to such a claim anywhere in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of an occurrence which Promptly after receipt by any Indemnified Person asserts a claim that is subject to indemnification hereunderunder Section 2.2 of notice of the commencement of any Proceeding against it, the such Indemnified Person shall provide reasonably prompt written notice will, if a Claim is to be made against Purchaser under this Article 2, give a Claim Notice to Purchaser of the commencement of such event Claim, but the failure to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (deliver a Claim Notice will not relieve Purchaser of any liability that it may have to any Indemnified Persons, except to the extent then known to that Purchaser demonstrates that the Indemnified Person), the specific section defense of this Agreement upon which the claim such action is based, an estimate, if possible, of the amount of Damages suffered materially prejudiced by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish such notice. (b) In the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent event that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person elects to fully participate at its own expense through counsel of its own choosing) to assume control tender the defense of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice Proceeding to the Purchaser, then Purchaser must accept the defense of that Proceeding and will be required to pay not only all reasonable Enforcement Costs of that Proceeding but any judgments or settlements that result from the Proceeding. (c) Purchaser shall not be required to pay or reimburse an Indemnified Person for attorneys’ fees or expenses, litigation consultant’s fees or expenses or other costs of its intention a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to do so no later than attorneys’ fees or expenses shall be borne by the person making that objection. (d) Payment of amounts due from Purchaser to a Claimant under this Section 2.6 shall be made in the following manner: (i) Payment of expenses of defending a Proceeding shall be made directly by Purchaser within thirty (30) days following its after receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise invoices containing detail which is typical for expense billing in a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond commercial matter similar to the Indemnification Notice within Proceeding; (ii) Payment of amounts of reasonable attorneys’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party ClaimPurchaser with no requirement of arbitration under Section 3.4. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise Payment of any such Third-Party Claim for settlement amount which any Indemnified Person would be entitled has been agreed to indemnification hereunder, then by the Indemnified Person shall have and Purchaser may be made by a direct claim against the right to conduct the defense, settlement, adjustment or compromise Purchaser with no requirement of arbitration under Section 3.4. Payment of any such Thirdfinal, non-Party Claim, and the expenses of the appealable judgment against an Indemnified Person may be considered Damages for made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. All such payments shall be subject to the Basket Cap. (e) Purchaser hereby consents to the non-exclusive jurisdiction of any court in which the a Proceeding is brought against any Indemnified Person shall be entitled to seek indemnification for purposes of any claim that an Indemnified Person may have under this Article VII. No Agreement with respect to such claim shall be settled, adjusted or compromised, Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense thereof terminated by of any claim or litigation, except with the consent of the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless or enter into any settlement which does not include as an unconditional term thereof the claimant and such Person provide giving by the plaintiff or person making a claim to such other party an unqualified Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of the Third-Party Claimguilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by a Person indemnified pursuant to this Article V of notice of the event commencement of an occurrence which any Indemnified Proceeding against it, such indemnified Person asserts will, if a claim that is subject to indemnification hereunderbe made against an indemnifying Person pursuant to this Article V, give notice to the Indemnified indemnifying Person shall provide reasonably prompt written notice of the commencement of such event claim, but the failure to notify the Indemnifying indemnifying Person specifying in reasonable detail will not relieve the factual basis for such claim (indemnifying Person of any liability that it may have to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified any indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that the indemnifying Person demonstrates that the defense of such claim is prejudiced by the indemnifying Person's failure shall result to give such notice. (b) If any Proceeding referred to in any material prejudice Section 5.4(a) is brought against an indemnified Person and it gives notice to the Indemnifying Person. If indemnifying Person of the commencement of such event Proceeding, the indemnifying Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it desires (unless (i) the indemnifying Person is also a Third-Party Claim party to such Proceeding and the indemnified Person determines in good faith that joint representation would be inappropriate, or (other than any audit, litigation or other proceeding ii) the indemnifying Person fails to provide reasonable assurance to the indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to Taxes or Tax Returns of the Acquired Companiessuch Proceeding), to assume the Indemnifying Person may elect, at its sole expense (without prejudice defense of such Proceeding with counsel satisfactory to the right of indemnified Person and, after notice from the Indemnified indemnifying Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified indemnified Person of its intention election to do so assume the defense of such Proceeding, the indemnifying Person will not, as long as it diligently conducts such defense, be liable to the indemnified Person pursuant to this Article V 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If an indemnifying 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; (ii) no later than thirty compromise or settlement of such claims may be effected by the indemnifying Person without the indemnified Person's consent, unless (30A) days following its receipt there is no finding or admission of any violation of Legal Requirements or any violation of the Indemnification Notice; providedrights of any Person and no effect on any other claims that may be made against the indemnified Person, however, and (B) the sole relief provided is monetary damages that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified are paid in full by the Indemnifying indemnifying Person; and (iii) the indemnified Person in the terms and will have no liability with the limitations set forth in this Agreementrespect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying Person of the Indemnifying commencement of any Proceeding and the indemnifying Person fails to respond does not, within 10 days after the indemnified Person's notice is given, give notice to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying indemnified Person does not so choose of its election to assume control the defense of such Proceeding, the defenseindemnifying Person will be obligated by any determination made in such Proceeding or any compromise or settlement effected by the indemnified Person. (c) Notwithstanding the foregoing, settlement, adjustment if an indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or compromise its affiliates other than as a result of any such Third-Party Claim monetary damages for which any Indemnified Person it would be entitled to indemnification hereunderunder this Agreement, then the Indemnified indemnified Person shall have may, by notice to the indemnifying Person, assume the exclusive right to conduct the defensedefend, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromisedcompromise, or settle such Proceeding, but the defense thereof terminated indemnifying Person will not be obligated by the Indemnified Person, any determination of a Proceeding so defended or any compromise or settlement effected without the prior written its consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by a Person indemnified pursuant to this Article V of notice of the event commencement of an occurrence which any Indemnified Proceeding against such Person, such indemnified Person asserts will, if a claim that is subject to indemnification hereunderbe made against an indemnifying Person pursuant to this Article V, give notice to such indemnifying Person of the Indemnified Person shall provide reasonably prompt written notice commencement of such event claim, but the failure to the Indemnifying notify such indemnifying Person specifying in reasonable detail the factual basis for will not relieve such claim (indemnifying Person of any liability that it may have to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified any indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such indemnifying Person demonstrates that the defense of such claim is prejudiced by such Person's failure shall result to give such notice. (b) If any Proceeding referred to in any material prejudice Section 5.4(a) is brought against an indemnified Person and it gives notice to the Indemnifying Person. If indemnifying Person of the commencement of such event Proceeding, the indemnifying Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it desires (unless (i) the indemnifying Person is also a Third-Party Claim party to such Proceeding and the indemnified Person determines in good faith that joint representation would be inappropriate, or (other than any audit, litigation or other proceeding ii) the indemnifying Person fails to provide reasonable assurance to the indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to Taxes or Tax Returns of the Acquired Companiessuch Proceeding), to assume the Indemnifying Person may elect, at its sole expense (without prejudice defense of such Proceeding with counsel satisfactory to the right of indemnified Person and, after notice from the Indemnified indemnifying Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified indemnified Person of its intention election to do so assume the defense of such Proceeding, the indemnifying Person will not, as long as it diligently conducts such defense, be liable to the indemnified Person pursuant to this Article V 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If an indemnifying 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; (ii) no later than thirty compromise or settlement of such claims may be effected by the indemnifying Person without the indemnified Person's consent, unless (30A) days following its receipt there is no finding or admission of any violation of Legal Requirements or any violation of the Indemnification Notice; providedrights of any Person and no effect on any other claims that may be made against the indemnified Person, however, and (B) the sole relief provided is monetary damages that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified are paid in full by the Indemnifying indemnifying Person; and (iii) the indemnified Person in the terms and will have no liability with the limitations set forth in this Agreementrespect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying Person of the Indemnifying commencement of any Proceeding and the indemnifying Person fails to respond does not, within 10 days after the indemnified Person's notice is given, give notice to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying indemnified Person does not so choose of its election to assume control the defense of such Proceeding, the defenseindemnifying Person will be obligated by any determination made in such Proceeding or any compromise or settlement effected by the indemnified Person. (c) Notwithstanding the foregoing, settlement, adjustment if an indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or compromise its affiliates other than as a result of any such Third-Party Claim monetary damages for which any Indemnified Person it would be entitled to indemnification hereunderunder this Agreement, then the Indemnified indemnified Person shall have may, by notice to the indemnifying Person, assume the exclusive right to conduct the defensedefend, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromisedcompromise, or settle such Proceeding, but the defense thereof terminated indemnifying Person will not be obligated by the Indemnified Person, any determination of a Proceeding so defended or any compromise or settlement effected without the prior written its consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of an occurrence which Promptly after receipt by any Indemnified Person asserts under Section 10.2 or 10.3 of notice of the commencement of any Proceeding against it, including, without limitation, any matter disclosed in Part 3.15 of the Disclosure Letter and any action threatened or brought by a third party against any Acquired Company prior to the Closing Date, such Indemnified Person will, if a claim that is subject to indemnification hereunderbe made against Sellers under this Article 10, give notice to the Indemnified Person shall provide reasonably prompt written notice Sellers of the commencement of such event claim, but the failure to notify the Indemnifying Person specifying in reasonable detail Sellers will not relieve the factual basis for such claim (Sellers of any liability that they may have to any Indemnified Persons, except to the extent then known to that the Indemnified Person), Sellers demonstrate that the specific section defense of this Agreement upon which the claim such action is based, an estimate, if possible, of the amount of Damages suffered materially prejudiced by the Indemnified Person’s failure to give such notice. (b) If any Proceeding referred to in Section 10.10(a) is brought against any Indemnified Person, then such Indemnified Person shall give notice in writing to the Sellers of the commencement of such Proceeding and whether the claim is based on a claim by a third party Indemnified Person’s election either to assume the defense of the Proceeding at the Sellers’ expense or to tender the defense of the Proceeding to Sellers. (the “Indemnification Notice”). (c) In the event that the Indemnified Person elects to tender the defense of the Proceeding to Seller, then the Sellers may, at their option, accept the defense of that Proceeding and pay all reasonable costs of defense of that Proceeding but any judgments or settlements that result from the Proceeding. (d) In the event that the Indemnified Person elects to assume the defense of the Proceeding, the Sellers will be entitled to participate in such Proceeding, but the direction of the defense of the Proceeding shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of be within the Indemnified Person’s control. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns The Enforcement Costs of the Acquired Companies), defense of the Indemnifying Person may elect, at its sole expense (without prejudice to the right of Proceeding shall be borne by the Indemnified Person but shall be subject to fully participate at its own expense through counsel reimbursement from the amounts held by the Escrow Agent on a current basis, that is, with payment of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified Person of its intention to do so no later than tendered invoices within thirty (30) days following its receipt after written demand for payment. (e) In the event an Indemnified Person receives a settlement offer with respect to a Proceeding, the Indemnified Person shall promptly tender that settlement offer to the Sellers. In the event that the Sellers elect not to accept that settlement offer, the Indemnified Person may cause the Company to reserve such amount, and the Indemnified Person may then return the defense of the Indemnification Notice; provided, however, Proceeding to the Sellers. In the event that the Indemnifying Person shall not Sellers later are required to settle that Proceeding or compromise a Thirdjudgment is entered against the Sellers in that Proceeding, the entire amount of that settlement or judgment may be taken as a set-Party Claim without off against either or both of the prior written consent Amended and Restated $5,000,000 Promissory Notes with no requirement of all Indemnified Persons arbitration under Section 11.11. (which consent shall not be unreasonably withheld, conditioned or delayed), which consent f) Sellers shall not be required if to pay or reimburse Buyer for attorneys’ fees or expenses, litigation consultant’s fees or expenses or other costs of a Proceeding which are not reasonable under the settlement or compromise provides circumstances. Any party challenging the reasonableness of another party’s request for a release reimbursement of attorneys’ fees shall bear the burden of proof of showing that the request for attorneys’ fees is unreasonable. (g) Payment of amounts due from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person either Seller to Buyer under this Section 10.10 shall be indemnified in full by the Indemnifying Person made in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice following manner: (i) Payment of expenses of defending a Proceeding shall be made directly by Sellers within the aforementioned thirty (30) days, it shall days after receipt of invoices containing detail which is typical for expense billing in a commercial matter similar to the Proceeding; (ii) Payment of amounts of reasonable attorneys’ fees as described in Section 10.10(c) may be considered that it has rejected made by a direct set-off against the relevant Third-Party ClaimAmended and Restated $5,000,000 Promissory Notes with no requirement of arbitration under Section 11.11. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise Payment of any such Thirdsettlement amount which has been agreed to by Sellers may be made by a direct set-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then off against the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise Amended and Restated $5,000,000 Promissory Notes with no requirement of arbitration under Section 11.11. Payment of any such Thirdfinal, non-Party Claim, and the expenses of the appealable judgment against an Indemnified Person may be considered Damages for made by a direct set-off against the Amended and Restated $5,000,000 Promissory Notes with no requirement of arbitration under Section 11.11. (h) Sellers hereby consent to the non-exclusive jurisdiction of any court in which the a Proceeding is brought against any Indemnified Person shall be entitled to seek indemnification for purposes of any claim that an Indemnified Person may have under this Article VII. No Agreement with respect to such claim shall be settled, adjusted or compromised, 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. (i) No Holder shall, in the defense thereof terminated by of any claim or litigation, except with the consent of the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless or enter into any settlement which does not include as an unconditional term thereof the claimant and such Person provide giving by the plaintiff or person making a claim to such other party an unqualified Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of the Third-Party Claimguilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. A. Promptly after receipt by a Buyer Indemnified Person under Section 14.1A hereof of notice of the commencement of any claim, suit or other proceeding against it, such Buyer Indemnified Person will, if a claim is to be made against Sellers under such Section, give notice to Sellers of the commencement of such claim, but the failure to notify the Sellers will not relieve Sellers of any liability that it may have to any Buyer Indemnified Person, except to the extent that Sellers demonstrates that the defense of such action is materially and adversely prejudiced by the Buyer Indemnified Person’ failure to give such notice. B. If any claim, suit or other proceeding referred to in Section 14.2A above is brought against a Buyer Indemnified Person and it gives notice to Sellers of the commencement thereof, Sellers will, unless the claim involves taxes, be entitled to participate in such claim, suit or other proceeding and, to the extent that it wishes, to assume the defense of such claim, suit or other proceeding with counsel reasonably satisfactory to Sellers. Notwithstanding the foregoing, if Sellers is also a party to such claim, suit or other proceeding and Sellers determines in good faith that joint representation would be inappropriate, or Sellers fails to provide reasonable assurance to the Buyer Indemnified Person of its financial capacity to defend such claim, suit or other proceeding and provide indemnification with respect thereto, then the Buyer Indemnified Person may retain its own counsel and be reimbursed by Sellers for its expenses incurred in connection therewith pursuant to this Section 14. After notice from Sellers to the Buyer Indemnified Person of its election to assume the defense of such claim, suit or other proceeding, Sellers will not, as long as it diligently conducts such defense, be liable to the Buyer Indemnified Person under this Section 14 for any fees of other counsel or any other expenses with respect to the defense of such claim, suit or other proceeding, in each case subsequently incurred by the Buyer Indemnified Person in connection with the defense of such claim, suit or other proceeding, other than reasonable costs of investigation and except as provided above. If Sellers assumes the defense of a claim, suit or other proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made therein are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by Sellers without the Buyer Indemnified Person’s consent unless (a) In the event there is no finding or admission of an occurrence which any liability or violation of any applicable law by a Buyer Indemnified Person asserts a claim and there will be no effect on any other claims that is subject to indemnification hereunder, may be made against the Indemnified Person shall provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Buyer Indemnified Person, and whether (b) the claim sole relief provided is based monetary damages that are paid in full by or other determination binding solely on a claim by a third party Sellers; and (iii) the “Indemnification Notice”), and shall otherwise make available Buyer Indemnified Person will have no liability with respect to the Indemnifying Person all relevant information which any compromise or settlement of such claims effected without its consent. If notice is material given to the claim and which is in the possession Sellers of the Indemnified Person. An commencement of any claim, suit or other proceeding and Sellers does not, within ten (10) days after the Buyer Indemnified Person’s failure to notice is given, give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Buyer Indemnified Person of its intention election to do so no later than thirty (30) days following its receipt of assume the Indemnification Notice; provideddefense thereof, howeverSellers will be bound by any determination made in such claim, that suit or other proceeding or any reasonable compromise or settlement effected by the Indemnifying Person shall not settle or compromise Buyer Indemnified Person. C. Notwithstanding the foregoing, if a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Buyer Indemnified Person determines in good faith that there is a reasonable probability that a claim, suit or the settlement does not impose any obligations on the Indemnified Party other proceeding may adversely affect it or its affiliates other than financial obligations as a result of monetary damages for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunderunder this Agreement, then the Buyer Indemnified Person shall have may, by notice to Sellers, assume the exclusive right to conduct the defensedefend, settlementcompromise or settle such claim, adjustment suit or other proceeding, but Sellers will not be bound by any determination of a claim, suit or other proceeding so defended or any compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, settlement effected without the prior written its consent of the Indemnifying Person (which consent shall may not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In If, after the event of an occurrence which any Closing Date, either a Buyer Indemnified Person asserts or Seller Indemnified Person (includes Parent), as the case may be (the “Indemnitee”), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a claim that nature as to which the Indemnitee is subject entitled to indemnification hereunderbe indemnified under this Agreement, the Indemnified Person Indemnitee shall provide reasonably prompt written notice promptly notify Seller, or Buyer, as the case may be (the “Indemnitor”), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of such event any liability that it may have to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (an Indemnitee, except to the extent then known to that the Indemnified Person), Indemnitor demonstrates that the specific section defense of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered such action has been prejudiced by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified PersonIndemnitee’s failure to give timely such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice or to furnish the Indemnifying Person with any relevant data by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and documents in connection with any claim of any third party gives reasons therefor, and (a “Third-Party Claim”ii) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may electIndemnitor will, at its sole expense own cost and expense, defend the same, and (without prejudice b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the right assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee’s consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise rights of any Third-Party Claim if person and no effect on any other claims that may be made against the Indemnifying Person gives written notice to Indemnitee, and (B) the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, sole relief provided is monetary damages that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified are paid in full by the Indemnifying Person in Indemnitor; and (z) the terms and Indemnitee will have no liability with the limitations set forth in this Agreement. If the Indemnifying Person fails respect to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or any compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, such claims effected without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimits consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by a Person indemnified pursuant to this Article V of notice of the event commencement of an occurrence which any Indemnified Proceeding against it, such indemnified Person asserts will, if a claim that is subject to indemnification hereunderbe made against an indemnifying Person pursuant to this Article V, give notice to the Indemnified indemnifying Person shall provide reasonably prompt written notice of the commencement of such event claim, but the failure to notify the Indemnifying indemnifying Person specifying in reasonable detail will not relieve the factual basis for such claim (indemnifying Person of any liability that it may have to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified any indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that the indemnifying Person demonstrates that the defense of such claim is prejudiced by the indemnifying Person's failure shall result to give such notice. (b) If any Proceeding referred to in any material prejudice Section 5.5(a) is brought against an indemnified Person and it gives notice to the Indemnifying Person. If indemnifying Person of the commencement of such event Proceeding, the indemnifying Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it desires (unless (1) the indemnifying Person is also a Third-Party Claim party to such Proceeding and the indemnified Person determines in good faith that joint representation would be inappropriate, or (other than any audit, litigation or other proceeding ii) the indemnifying Person fails to provide reasonable assurance to the indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to Taxes or Tax Returns of the Acquired Companiessuch Proceeding), to assume the Indemnifying Person may elect, at its sole expense (without prejudice defense of such Proceeding with counsel satisfactory to the right of indemnified Person and, after notice from the Indemnified indemnifying Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified 29 30 indemnified Person of its intention election to do so assume the defense of such Proceeding, the indemnifying Person will not, as long as it diligently conducts such defense, be liable to the indemnified Person pursuant to this Article V 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If an indemnifying 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; (ii) no later than thirty compromise or settlement of such claims may be effected by the indemnifying Person without the indemnified Person's consent, unless (30A) days following its receipt there is no finding or admission of any violation of Legal Requirements or any violation of the Indemnification Notice; providedrights of any Person and no effect on any other claims that may be made against the indemnified Person, however, and (B) the sole relief provided is monetary damages that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified are paid in full by the Indemnifying indemnifying Person; and (iii) the indemnified Person in the terms and will have no liability with the limitations set forth in this Agreementrespect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying Person of the Indemnifying commencement of any Proceeding and the indemnifying Person fails to respond does not, within 10 days after the indemnified Person's notice is given, give notice to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying indemnified Person does not so choose of its election to assume control the defense of such Proceeding, the defenseindemnifying Person will be obligated by any determination made in such Proceeding or any compromise or settlement effected by the indemnified Person. (c) Notwithstanding the foregoing, settlement, adjustment if an indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or compromise its affiliates other than as a result of any such Third-Party Claim monetary damages for which any Indemnified Person it would be entitled to indemnification hereunderunder this Agreement, then the Indemnified indemnified Person shall have may, by notice to the indemnifying Person, assume the exclusive right to conduct the defensedefend, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromisedcompromise, or settle such Proceeding, but the defense thereof terminated indemnifying Person will not be obligated by the Indemnified Person, any determination of a Proceeding so defended or any compromise or settlement effected without the prior written its consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (bd) The parties hereto agree Shareholders hereby consent to cooperate fully with each other in connection with the defense, negotiation or settlement non-exclusive jurisdiction of any Third-Party Claims. Notwithstanding anything court in this Section 7.4 to the contrary, none of the Seller or which a Proceeding is brought against any Security Asset Indemnified Person shallfor purposes of any claim that a Security Asset Indemnified Person may have pursuant to this Agreement with respect to such Proceeding or the matters alleged therein, without the written consent of, and agree that process may be served on Shareholders with respect to such a claim anywhere in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by an Indemnified Person of notice of the event commencement of any proceeding against it, such Indemnified Person will, if a claim is to be made against an occurrence which 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 Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice. (b) If any proceeding referred to in Section 9.5(a) is brought against an Indemnified Person asserts and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a claim that is subject party to indemnification hereunder, such proceeding and the Indemnified Person shall determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known assurance to the Indemnified PersonPerson of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the specific section defense of such proceeding with counsel satisfactory to the Indemnified Person and, after notice from the indemnifying party to the Indemnified 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 Person under this 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 Person 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 upon which that the claim claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Person's consent unless (A) there is based, an estimate, if possible, no finding or admission of any violation of applicable laws or any violation of the amount rights of Damages suffered by any person and no effect on any other claims that may be made against the Indemnified Person, and whether (B) the claim sole relief provided is based on a claim monetary damages that are paid in full by a third party the indemnifying party; and (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of iii) the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding will have no liability with respect to Taxes any compromise or Tax Returns settlement of such claims effected without its consent. If notice is given to an indemnifying party of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise commencement of any Third-Party Claim if proceeding and the Indemnifying Person gives written indemnifying party does not, within thirty (30) days after such notice is given, give notice to the Indemnified Person of its intention election to do so no later than 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 Person; provided that, during such thirty (30) days following its receipt of day period, the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle indemnifying party will file any answer due and otherwise take any action required to prevent a default or compromise preserve a Third-Party Claim without the claim or defense in such matter prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned expiration of such thirty (30) daysday period. (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 shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control or its affiliates other than as a result of the defense, settlement, adjustment or compromise of any such Third-Party Claim monetary damages for which any Indemnified Person it would be entitled to indemnification hereunderunder this Agreement, then the Indemnified Person shall have may, by notice to the indemnifying party, assume the exclusive right to conduct the defensedefend, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromisedcompromise, or settle such proceeding, but the defense thereof terminated indemnifying party will not be bound by the Indemnified Person, any determination of a proceeding so defended or any compromise or settlement effected without the prior written its consent of the Indemnifying Person (which consent shall may not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In If, after the event of an occurrence which any Closing Date, either a Buyer Indemnified Person asserts or Seller Indemnified Person, as the case may be (the “Indemnitee”), receives notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a claim that nature as to which the Indemnitee is subject entitled to indemnification hereunderbe indemnified under this Agreement, the Indemnified Person Indemnitee shall provide reasonably prompt written notice promptly notify Seller or the Members, or Buyer, as the case may be (the “Indemnitor”), in writing with respect thereto, but the failure to notify the Indemnitor will not relieve the Indemnitor of such event any liability that it may have to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (an Indemnitee, except to the extent then known to that the Indemnified Person), Indemnitor demonstrates that the specific section defense of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered such action has been prejudiced by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified PersonIndemnitee’s failure to give timely such notice. The Indemnitor will have the right to defend against any such claim provided (a) that the Indemnitor, within ten (10) days after the giving of such notice or to furnish the Indemnifying Person with any relevant data by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and documents in connection with any claim of any third party gives reasons therefor, and (a “Third-Party Claim”ii) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may electIndemnitor will, at its sole expense own cost and expense, defend the same, and (without prejudice b) such defense is instituted and continuously maintained in good faith by Indemnitor. Indemnitee may, if it so elects, designate and pay for its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or execution to attach to the right assets of Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as are necessary to prevent the same. In any event, Indemnitor will keep Indemnitee fully advised as to the status of such defense. If Indemnitor is given notice of a claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the time prescribed herein, or after having elected to defend such claim fails to institute and maintain such defense as prescribed herein, or if such defense is unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from the Indemnitee requesting Indemnitor to do so. If the Indemnitor assumes the defense of any action or proceeding (y) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee’s consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise rights of any Third-Party Claim if person and no effect on any other claims that may be made against the Indemnifying Person gives written notice to Indemnitee, and (B) the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, sole relief provided is monetary damages that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified are paid in full by the Indemnifying Person in Indemnitor; and (z) the terms and Indemnitee will have no liability with the limitations set forth in this Agreement. If the Indemnifying Person fails respect to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or any compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, such claims effected without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimits consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In 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 of notice of commencement of any action by any third party evidenced by service of process or other legal pleading, or with reasonable promptness after the event assertion in writing of an occurrence which any Indemnified Person asserts claim by a claim that is subject to indemnification hereunderthird party, the Indemnified Person shall provide reasonably prompt written notice of such event to give the Indemnifying Person specifying in reasonable detail written notice thereof, together with a copy of such claim, process or other legal pleading. The failure to so notify the factual basis for such claim (to Indemnifying Person within the extent then known above time frame will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person), except to the specific section extent the Indemnifying Person demonstrates that the defense of this Agreement upon which the claim such action is based, an estimate, if possible, of the amount of Damages suffered unduly prejudiced by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s 's failure to give timely such notice, or except if such notice or to furnish is not delivered before the Expiration Date. The Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to have the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume undertake and control of the defense, settlement, adjustment 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 Third-Party Claim if such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (c) If the Indemnifying Person gives written Person, by the earlier to occur of the 30th day after receipt of notice of any such claim or, 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 person asserting such claim, has not notified the Indemnified Person of its intention election to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provideddefend against such claim, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct undertake the defense, settlementcompromise or settlement of such claim through counsel of its choice on behalf of and for the account and risk of the Indemnifying Person, adjustment at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party 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 Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such action or claim shall be settled, adjusted or compromised, or subject to the defense thereof terminated by the Indemnified Person, without the prior written consent approval of the Indemnifying Person (Party, which consent approval shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by a Representor Indemnified Person, BCH Indemnified Person or ABS Indemnified Person (collectively, “Indemnified Persons”) of notice of any Claim in respect of which indemnification may be sought under this Agreement, the event Indemnified Person shall, if a claim is to be made against an indemnifying person under this Article 14 (an “Indemnifying Person”), given written notice to the Indemnifying Person of an occurrence which such Claim, together with the details and particulars of such Claim. The failure to notify the Indemnifying Person shall not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person asserts demonstrates that the defence of such action is materially prejudiced by the Indemnified Person’s failure to give such notice. (b) If any proceeding as a claim result of a Claim referred to in Section 14.5(a) (“Proceeding”) is brought against an Indemnified Person and it gives notice to the Indemnifying Person of the commencement of the Proceeding, the Indemnifying Person shall, unless the Claim involves taxes, be entitled to participate in the Proceeding. To the extent that the Indemnifying Person wishes to assume the defence of the Proceeding with counsel satisfactory to the Indemnified Person, acting reasonably, it may do so provided it reimburses the Indemnified Person for all of its out-of-pocket expenses arising prior to or in connection with such assumption. Notwithstanding the foregoing, the Indemnifying Person may not assume the defence of the Proceeding if: (i) the Indemnifying Person is also a party to the Proceeding and the Indemnified Person determines in good faith, and upon the written advice of counsel, that joint representation would be inappropriate; or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend the Proceeding and provide indemnification with respect to the Proceeding. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defence of the Proceeding, the Indemnifying Person shall not, as long as it diligently conducts such defence, be liable to the Indemnified Person under this Section 14.5 for any fees of other counsel or any other expenses with respect to the defence of the Proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defence of the Proceeding, other than reasonable costs of investigation approved in advance by the Indemnifying Person acting reasonably. If the Indemnifying Person assumes the defence of a Proceeding: (i) it shall be conclusively established for the purposes of this Agreement that the Claims and Damages made in that Proceeding are within the scope of, and subject to, indemnification under this Agreement; and (ii) no compromise or settlement of such claims may be made by the Indemnifying Person without the Indemnified Person’s consent (which consent is not to indemnification hereunderbe unreasonably withheld). If notice is given to an Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, within ten days after receipt of such notice, give notice to the Indemnified Person of its election to assume the defence of the Proceeding, the Indemnifying Person shall be bound by any determination made in the Proceeding or any compromise or settlement effected by the Indemnified Person. (c) Where the defence of a Proceeding is being undertaken and controlled by the Indemnifying Person, the Indemnified Person shall provide reasonably prompt written notice of such event use all reasonable efforts to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which those employees whose assistance, testimony or presence is material necessary to assist the Indemnifying Person in evaluating and defending any such Claims and Damages. However, the Indemnifying Person shall be responsible for the expense associated with any employees made available by the Indemnified Person to the claim Indemnifying Person pursuant to this Section 14.5(c), which expense shall be equal to an amount to be mutually agreed upon per person per hour or per day for each day or portion thereof that the employees are assisting the Indemnifying Person, and which is expenses shall not exceed the actual cost to the Indemnified Person associated with the employees. (d) With respect to any Proceeding, the Indemnified Person shall make available to the Indemnifying Person or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Person. An Indemnified , at the expense of the Indemnifying Person’s failure to give timely notice or to furnish , reasonably required by the Indemnifying Person for its use in defending any such Claim and shall otherwise co-operate on a timely basis with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if the Indemnifying Person gives written notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control defence of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld)claim. (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of an occurrence which any Indemnified Promptly after receipt by a Person asserts a claim that is subject entitled to indemnification hereunderunder Section 11.2 or Section 11.3 (an "Indemnified Person") of notice of the commencement of any Third-Party claim against it, the such Indemnified Person shall provide reasonably prompt written give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the commencement of such event Third-Party Claim, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such action is prejudiced by the Indemnifying Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person specifying pursuant to Section 11.5(a) of the assertion of a Third-Party Claim: (i) the Indemnifying Person will, unless the claim involves Taxes, be entitled to participate in reasonable detail the factual basis for defense of such claim (Third-Party Claim and, to the extent then known that it wishes (unless (A) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (B) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the specific section Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this ARTICLE 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. (ii) If the Indemnifying Person assumes the defense of a Third-Party Claim, (A) such assumption will conclusively established for purposes of this Agreement upon which that the claim claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (B) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (1) there is based, an estimate, if possible, no finding or admission of any violation of Legal Requirements or any violation of the amount rights of Damages suffered by any Person and no effect on any other claims that may be made against the Indemnified Person, and whether (2) the claim sole relief provided is based on a claim monetary damages that are paid in full by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim ; and (other than any audit, litigation or other proceeding 3) the Indemnified Person will have no liability with respect to Taxes any compromise or Tax Returns settlement of such claims effected without its Consent. (iii) If notice is given to an Indemnifying Person of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise assertion of any Third-Party Claim if and the Indemnifying Person gives written does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose election to assume control the defense of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Indemnifying Person may will be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No bound by any determination made in such claim shall be settled, adjusted Third-Party Claim or compromised, any compromise or the defense thereof terminated settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, without 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 Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the prior written consent of Indemnified Person may, by notice to the Indemnifying 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 a Third-Party Claim so defended or any compromise or settlement effected without its Consent (which consent shall may not be unreasonably withheld). (bd) The parties hereto agree Notwithstanding the provisions of Section 13.8, Sellers hereby consent to cooperate fully with each other in connection with the defense, negotiation or settlement nonexclusive jurisdiction of any Third-Party Claims. Notwithstanding anything court in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any which a Proceeding respecting a Third-Party Claim or permit a default or consent to entry is brought against any Buyer Indemnified Person for purposes of any judgment unless the claimant and such claim that a Buyer Indemnified Person provide may have under this Agreement with respect to such other party an unqualified release from all liability proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in respect of the Third-Party Claimworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of Promptly after receipt by an occurrence which any Indemnified Person asserts of notice of the commencement of any Proceeding against such Indemnified Person, such Indemnified Person will, if a claim that is subject to indemnification hereunderbe made against Seller under Section 8.2, the Indemnified Person shall provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail give notice, setting forth the factual basis for such claim (in reasonable detail to the extent then known known, to the Seller of the commencement of such claim, but the failure to notify Seller will not relieve Seller of any liability that Seller may have to any Indemnified Person), except to the specific section of this Agreement upon which the claim extent that Seller is based, an estimate, if possible, of the amount of Damages suffered prejudiced by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s 's failure to give timely such notice. (b) If any Proceeding referred to in Section 8.3(a) is brought against an Indemnified Person and such Indemnified Person gives notice or to furnish Seller of the Indemnifying Person with any relevant data and documents commencement of such Proceeding, Seller will be entitled to participate in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such partyProceeding and, except and only to the extent that Seller wishes (unless (i) Seller or Shareholder is also a party to such failure shall result Proceeding and the Indemnified Person determines in any material prejudice good faith that joint representation would be inappropriate, or (ii) Seller fails to provide reasonable assurance to the Indemnifying Person. If Indemnified Person of Seller’s financial capacity to defend such event involves a Third-Party Claim (other than any audit, litigation or other proceeding Proceeding and provide indemnification with respect to Taxes or Tax Returns of the Acquired Companiessuch Proceeding), to assume the Indemnifying defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person may electand, at its sole expense (without prejudice after notice from Seller to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) Seller’s election to assume control the defense of such Proceeding, Seller will not, as long as Seller diligently conducts such defense, be liable to the Indemnified Person under this Article VIII 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 Person in connection with the defense of such Proceeding. If Seller assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by Seller without the Indemnified Person's consent (not to be unreasonably withheld, delayed or conditioned) unless (A) there is no finding or admission of any violation of Legal Requirements, and (B) there is no liability or restriction on the Indemnified Person; and (ii) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without such Indemnified Person’s consent. If notice is given to Seller of the defense, settlement, adjustment or compromise commencement of any Third-Party Claim if Proceeding and Seller does not, within 20 days after the Indemnifying Person gives written Indemnified Person's notice is given, give notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim without the prior written consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose Seller’s election to assume control the defense of the defensesuch Proceeding, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to diligently conduct the defense, settlement, adjustment defense and Seller will be bound by any determination made in such Proceeding or any compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated settlement effected by the Indemnified Person, without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld). (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In the event of If an occurrence which any Indemnified Person asserts a claim that is subject to indemnification hereunder, the Indemnified Person shall provide reasonably prompt receives written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such any third-party claim (to the extent then known to the Indemnified Person), the specific section of this Agreement upon which the or alleged third-party claim is based, an estimate, if possible, of the amount of Damages suffered by the Indemnified Person, and whether the claim is based on a claim by a third party (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) asserting the existence of any matter of a nature as to which an Indemnified Person is entitled to be indemnified under this Agreement, such Indemnified Person shall promptly notify the Indemnifying Person, in writing with respect thereto, but the failure to notify the Indemnifying Person is not constitute a defense (in part or in whole) to relieve the Indemnifying Person of any claim for indemnification by Liability that the Indemnifying Person has to such partyIndemnified Person, except to the extent that (and only to the extent that that) such failure shall result is demonstrated by the Indemnifying Person to have actually caused the Damages for which the Indemnifying Person is obligated to pay under this Agreement to be greater than such Damages that would have been payable had such Indemnified Person given the prompt notice required by this Agreement. The Indemnifying Person is to have the right to defend against any such Third-Party Claim provided that (a) the Indemnifying Person, within 15 Business Days after the giving of such notice by such Indemnified Person, notifies such Indemnified Person in any material prejudice to writing that (i) the Indemnifying Person disputes such Third-Party Claim and gives reasons therefor, and (ii) the Indemnifying Person will, at its own cost and expense, defend the same, and (b) such defense is instituted and continuously maintained in good faith by the Indemnifying Person. Such Indemnified Person is permitted to, if it so elects and at its sole cost and expense, designate its own counsel to participate with the counsel selected by the Indemnifying Person in the conduct of such defense. The Indemnifying Person will not permit any Encumbrance to attach to the assets of such Indemnified Person as a result of such Third-Party Claim, and the Indemnifying Person shall provide such bonds or deposits as are necessary to prevent the same. In any event, the Indemnifying Person shall keep such Indemnified Person fully advised as to the status of such defense. If such event involves the Indemnifying Person is given notice of a Third-Party Claim (other than any auditin compliance with this Section 5.4 and fails to notify such Indemnified Person of its election to defend such Third-Party Claim within the time prescribed in this Section 5.4, litigation or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies)if such defense is unsuccessful, then, in such event, the Indemnifying Person may elect, at its sole expense (without prejudice to shall fully satisfy and discharge the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim if within 15 days after notice from such Indemnified Person requesting the Indemnifying Person gives to do so. Notwithstanding anything in this Agreement to the contrary, where a Company Indemnified Person receives a written notice to the Indemnified Person of its intention to do so no later than thirty (30) days following its receipt of the Indemnification Notice; provided, however, that the Indemnifying Person shall not settle or compromise a Third-Party Claim or alleged Third-Party Claim that relates to periods before, at or after the Closing, such Company Indemnified Person is to have the sole right to defend any such Third-Party Claim and is not be deemed to have waived any right to indemnification. If the Indemnifying Person assumes the defense of any Proceeding (A) no compromise or settlement of such Third-Party Claims is to be effected by the Indemnifying Person without the prior written such Indemnified Person’s consent of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not ) unless (1) there is no finding or admission of any violation of any Legal Requirement and no effect on any other claims that may be required if the settlement or compromise provides for a release from liability for made against such Indemnified Person or Person, and (2) the settlement does not impose any obligations on the Indemnified Party other than financial obligations for which such Indemnified Person shall be indemnified sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (B) such Indemnified Person in the terms and is to have no Liability with the limitations set forth in this Agreement. If the Indemnifying Person fails respect to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control any compromise or settlement of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunder, then the Indemnified Person shall have the right to conduct the defense, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Person, Claims effected without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld)its consent. (b) The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third-Party Claims. Notwithstanding anything in this Section 7.4 to the contrary, none of the Seller or any Indemnified Person shall, without the written consent of, in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In Promptly after receipt by an Indemnified Person of notice of the event commencement of any proceeding against it, such Indemnified Person will, if a claim is to be made against an occurrence which 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 Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice. (b) If any proceeding referred to in Section 9.6(a) is brought against an Indemnified Person asserts and it gives notice to the indemnifying party of the commencement of such proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a claim that is subject party to indemnification hereunder, such proceeding and the Indemnified Person shall determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonably prompt written notice of such event to the Indemnifying Person specifying in reasonable detail the factual basis for such claim (to the extent then known assurance to the Indemnified PersonPerson of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the specific section defense of such proceeding with counsel satisfactory to the Indemnified Person and, after notice from the indemnifying party to the Indemnified 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 Person under this 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 Person 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 upon which that the claim claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Person's consent unless (A) there is based, an estimate, if possible, no finding or admission of any violation of applicable laws or any violation of the amount rights of Damages suffered by any person and no effect on any other claims that may be made against the Indemnified Person, and whether (B) the claim sole relief provided is based on a claim monetary damages that are paid in full by a third party the indemnifying party; and (the “Indemnification Notice”), and shall otherwise make available to the Indemnifying Person all relevant information which is material to the claim and which is in the possession of iii) the Indemnified Person. An Indemnified Person’s failure to give timely notice or to furnish the Indemnifying Person with any relevant data and documents in connection with any claim of any third party (a “Third-Party Claim”) shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Person. If such event involves a Third-Party Claim (other than any audit, litigation or other proceeding will have no liability with respect to Taxes any compromise or Tax Returns settlement of such claims effected without its consent. If notice is given to an indemnifying party of the Acquired Companies), the Indemnifying Person may elect, at its sole expense (without prejudice to the right of the Indemnified Person to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise commencement of any Third-Party Claim if proceeding and the Indemnifying Person gives written indemnifying party does not, within ten (10) days after such notice is given, give notice to the Indemnified Person of its intention election to do so no later than thirty (30) days following its receipt assume the defense of such proceeding, the Indemnification Notice; providedindemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Person. Notwithstanding the foregoing, however, that the Indemnifying Person shall not settle filing of an answer or compromise a Third-Party Claim without taking any other action required by the prior written consent indemnifying party in order to preserve the rights of all Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed), which consent shall not be required if the settlement or compromise provides for a release from liability for such Indemnified Person or the settlement does not impose any obligations on the 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 financial obligations as a result of monetary damages for which such Indemnified Person shall be indemnified in full by the Indemnifying Person in the terms and with the limitations set forth in this Agreement. If the Indemnifying Person fails to respond to the Indemnification Notice within the aforementioned thirty (30) days, it shall be considered that it has rejected the relevant Third-Party Claim. If the Indemnifying Person does not so choose to assume control of the defense, settlement, adjustment or compromise of any such Third-Party Claim for which any Indemnified Person would be entitled to indemnification hereunderunder this Agreement, then the Indemnified Person shall have may, by notice to the indemnifying party, assume the exclusive right to conduct the defensedefend, settlement, adjustment or compromise of any such Third-Party Claim, and the expenses of the Indemnified Person may be considered Damages for which the Indemnified Person shall be entitled to seek indemnification under this Article VII. No such claim shall be settled, adjusted or compromisedcompromise, or settle such proceeding, but the defense thereof terminated indemnifying party will not be bound by the Indemnified Person, any determination of a proceeding so defended or any compromise or settlement effected without the prior written its consent of the Indemnifying Person (which consent shall may not be unreasonably withheld). (bd) The parties hereto agree Sellers hereby consent to cooperate fully with each other in connection with the defense, negotiation or settlement non-exclusive jurisdiction of any Third-Party Claims. Notwithstanding anything court in this Section 7.4 to the contrary, none of the Seller or which a proceeding is brought against any Indemnified Person shallfor purposes of any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, without the written consent of, and agree that process may be served on Sellers with respect to such a claim anywhere in the case of Buyer, the Seller, and in the case of the Seller, Buyer, not to be unreasonably withheld or delayed, settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment unless the claimant and such Person provide to such other party an unqualified release from all liability in respect of the Third-Party Claimworld.