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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding against it, such Indemnified Person 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 Claim, but the failure to deliver a Claim Notice will not relieve Purchaser of any liability that it may have to any Indemnified Persons, except to the extent that Purchaser demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s failure to give such notice. (b) In the event that the Indemnified Person elects to tender the defense of the 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Indemnified a Person under Section 2.2 indemnified pursuant to this Article V of notice of the commencement of any Proceeding against it, such Indemnified indemnified Person will, if a Claim claim is to be made against Purchaser under an indemnifying Person pursuant to this Article 2V, give a Claim Notice notice to Purchaser the indemnifying Person of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the indemnifying Person will not relieve Purchaser the indemnifying Person of any liability that it may have to any Indemnified Personsindemnified Person, except to the extent that Purchaser the indemnifying Person demonstrates that the defense of such action claim is materially prejudiced by the Indemnified indemnifying Person’s 's failure to give such notice. (b) In If any Proceeding referred to in Section 5.5(a) is brought against an indemnified Person and it gives notice to the event indemnifying Person of the commencement of such 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 Indemnified indemnifying Person elects is also a party to tender such Proceeding and the indemnified Person determines in good faith 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 such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of the such Proceeding with counsel satisfactory to the Purchaserindemnified Person and, then Purchaser must accept after notice from the indemnifying Person to the 29 30 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 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 compromise or settlement of such claims may be effected by the indemnifying Person without the indemnified Person's consent, unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying Person; and (iii) 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 10 days after the indemnified Person's notice is given, give notice to the indemnified Person of its election to assume the defense of such Proceeding, the indemnifying Person will be required to pay not only all reasonable Enforcement Costs of that obligated by any determination made in such Proceeding but or any judgments compromise or settlements that result from settlement effected by the Proceedingindemnified Person. (c) Purchaser 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 obligated by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 Shareholders hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Security Asset Indemnified Person for purposes of any claim that an a Security Asset Indemnified Person may have under pursuant to this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser Shareholders with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any a Representor Indemnified Person, BCH Indemnified Person under Section 2.2 or ABS Indemnified Person (collectively, “Indemnified Persons”) of notice of any Claim in respect of which indemnification may be sought under this Agreement, the commencement of any Proceeding against it, such Indemnified Person willshall, if a Claim claim is to be made against Purchaser an indemnifying person under this Article 214 (an “Indemnifying Person”), give a Claim Notice given written notice to Purchaser of the commencement Indemnifying Person of such Claim, but together with the details and particulars of such Claim. The failure to deliver a Claim Notice will notify the Indemnifying Person shall not relieve Purchaser the Indemnifying Person of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser the Indemnifying Person demonstrates that the defense defence of such action is materially prejudiced by the Indemnified Person’s failure to give such notice. (b) In If any proceeding as a result of a Claim referred to in Section 14.5(a) (“Proceeding”) is brought against an Indemnified Person and it gives notice to the event 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 elects for all of its out-of-pocket expenses arising prior to tender or in connection with such assumption. Notwithstanding the defense foregoing, the Indemnifying Person may not assume the defence of the Proceeding if: (i) the Indemnifying Person is also a party to the PurchaserProceeding and the Indemnified Person determines in good faith, then Purchaser must accept and upon the defense 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 will subject to, indemnification under this Agreement; and (ii) no compromise or settlement of such claims may be required made by the Indemnifying Person without the Indemnified Person’s consent (which consent is not to pay not only all reasonable Enforcement Costs be unreasonably withheld). If notice is given to an Indemnifying Person of that the commencement of any Proceeding but any judgments or settlements that result from 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) 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 Where the defence of a Proceeding is being undertaken and controlled by the Indemnifying Person, the Indemnified Person shall use all reasonable efforts to make available to the Indemnifying Person those employees whose assistance, testimony or presence is 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 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 not reasonable under assisting the circumstances. The burden of proof regarding an objection to attorneys’ fees or Indemnifying Person, and which expenses shall be borne by not exceed the person making that objectionactual cost to the Indemnified Person associated with the employees. (d) Payment of amounts due from Purchaser With respect 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 after receipt of invoices containing detail which is typical for expense billing in a commercial matter similar to the any 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 Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by , the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. All such payments shall be subject make available to the Basket Cap. (e) Purchaser hereby consents to the non-exclusive jurisdiction of any court in which Indemnifying Person or its representatives on a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged thereintimely basis all documents, records and agree that process may be served on Purchaser with respect to such a claim anywhere other materials in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent possession of the Indemnified Person, consent to entry at the expense of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving Indemnifying Person, reasonably required by the plaintiff or person making Indemnifying Person for its use in defending any such Claim and shall otherwise co-operate on a claim to timely basis with the Indemnifying Person in the defence of such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoingclaim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly If, after receipt by any the Closing Date, either a Buyer Indemnified Person under Section 2.2 of 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 commencement existence of any Proceeding against it, such Indemnified Person will, if matter of a Claim nature as to which the Indemnitee is entitled to be made against Purchaser indemnified under this Article 2Agreement, give a Claim Notice to Purchaser of the commencement of such ClaimIndemnitee shall promptly notify Seller, or Buyer, as the case may be (the “Indemnitor”), in writing with respect thereto, but the failure to deliver a Claim Notice notify the Indemnitor will not relieve Purchaser the Indemnitor of any liability that it may have to any Indemnified Personsan Indemnitee, except to the extent that Purchaser the Indemnitor demonstrates that the defense of such action is materially has been prejudiced by the Indemnified PersonIndemnitee’s failure to give 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 by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) In 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 event that counsel selected by Indemnitor in the Indemnified Person elects conduct of such defense. Indemnitor will not permit any lien or execution to tender the defense of the Proceeding attach to the Purchaserassets of Indemnitee as a result of such claim, then Purchaser must accept and the defense 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 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 such defense. If Indemnitor is given notice of a Proceeding which are not reasonable under claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the circumstances. The burden of proof regarding an objection time prescribed herein, or after having elected to attorneys’ fees defend such claim fails to institute and maintain such defense as prescribed herein, or expenses if such defense is unsuccessful then, in any such event, the Indemnitor shall be borne by fully satisfy and discharge the person making that objection. claim within ten (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 (3010) days after receipt of invoices containing detail which is typical for expense billing in a commercial matter similar notice from the Indemnitee requesting Indemnitor to do so. If the 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 Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in Indemnitor assumes the defense of any claim action or litigation, except with 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, consent to entry rights of any judgment or enter into person and no effect on any settlement which does not include as an unconditional term thereof other claims that may be made against the giving Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the plaintiff or person making a claim to such Indemnified Person of a complete release from all Indemnitor; and (z) the Indemnitee will have no liability in with respect to any compromise or settlement of such claim or litigation claims effected without any admission of guilt or wrongdoingits consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Indemnified Person an indemnified person under Section 2.2 8.1 or Section 8.2 hereof (an "Indemnified Person") of notice of the commencement assertion of any Proceeding third-party claim against it, such Indemnified Person will, if a Claim is in respect of which the Indemnified Person desires to be made against Purchaser under seek indemnification from an indemnifying person (an "Indemnifying Person") pursuant to the terms of this Article 2VIII, (i) in the case of any claim brought against any Parent Indemnified Person, the Parent shall give a Claim Notice to Purchaser written notice of the commencement assertion of such Claimthird-party claim to (A) the Company, but 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 deliver a Claim Notice notify the Indemnifying Person Representative will not relieve Purchaser any Indemnifying Person of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser demonstrates that the defense of such action third-party claim is actually and materially prejudiced by the Indemnified Person’s 's failure to give such notice. (b) In If an Indemnified Person provides an Indemnification Notice to the Indemnifying Person Representative, the Indemnifying Person Representative will be entitled to participate in the defense of such third-party claim and, to the extent 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; provided, however, that the Indemnifying Person Representative will not have the right to assume the defense of such third-party claim in the event (x) (i) the third-party claim relates to or arises in connection with any alleged criminal liability of the Indemnified Person, or (ii) the Indemnifying 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 or settlement of such third-party claims may be effected by the Indemnifying Person Representative without the 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 tender assume the defense of the 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 such third-party claim in the following manner: (iIndemnification Notice in accordance with Section 8.6(b) Payment hereof, no compromise or settlement of expenses of defending a Proceeding shall be made directly by Purchaser within thirty (30) 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’ and consultants’ fees as described in Section 2.6(b) such third-party claim may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to 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 Purchaser 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 direct claim against third-party prior to the Purchaser with no requirement termination of arbitration under the Escrow Agreement and for which the Company Indemnified Persons have an obligation to indemnify the Parent Indemnified Persons pursuant to Section 3.4. Payment of any final8.1 hereof and shall be entitled to settle, noncompromise or otherwise resolve such third-appealable judgment against an Indemnified Person may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. All party claims, provided that such payments settlement, compromise or resolution shall be subject to the Basket Cap. written consent (ewhich consent shall not be unreasonably withheld) Purchaser hereby consents of the Parent Indemnified Persons if such settlement, compromise or resolution would reasonably be expected to increase the nonTaxes of the Company or any Subsidiary for any period beginning after the Closing Date; provided, however, that all third-exclusive jurisdiction party claims relating to arising in connection with Taxes of the Company or any court in which Subsidiary for a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may Straddle Period shall be served on Purchaser with respect to such a claim anywhere in the world. governed by Sections 8.6(a) - (f) Purchaser hereof. For purposes of this Section 8.6(g), "Straddle Period" shall not, in mean any taxable period beginning on or prior to and ending after the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoingClosing Date.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Indemnified a Person under Section 2.2 indemnified pursuant to this Article V of notice of the commencement of any Proceeding against itsuch Person, such Indemnified indemnified Person will, if a Claim claim is to be made against Purchaser under an indemnifying Person pursuant to this Article 2V, give a Claim Notice notice to Purchaser such indemnifying Person of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify such indemnifying Person will not relieve Purchaser such indemnifying Person of any liability that it may have to any Indemnified Personsindemnified Person, except to the extent that Purchaser such indemnifying Person demonstrates that the defense of such action claim is materially prejudiced by the Indemnified such Person’s 's failure to give such notice. (b) In If any Proceeding referred to in Section 5.4(a) is brought against an indemnified Person and it gives notice to the event indemnifying Person of the commencement of such 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 Indemnified indemnifying Person elects is also a party to tender such Proceeding and the indemnified Person determines in good faith 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 such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of the such Proceeding with counsel satisfactory to the Purchaserindemnified Person and, then Purchaser must accept 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 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 compromise or settlement of such claims may be effected by the indemnifying Person without the indemnified Person's consent, unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying Person; and (iii) 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 10 days after the indemnified Person's notice is given, give notice to the indemnified Person of its election to assume the defense of such Proceeding, the indemnifying Person will be required to pay not only all reasonable Enforcement Costs of that obligated by any determination made in such Proceeding but or any judgments compromise or settlements that result from settlement effected by the Proceedingindemnified Person. (c) Purchaser 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 obligated by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any either an Indemnified Person Seller or an Indemnified Buyer (either, an "Indemnified Person") under Section 2.2 11.3 or 11.4, of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a Claim is shall give notice to be made against Purchaser under this Article 2, give a Claim Notice to Purchaser the other party (the "Indemnifying Person") of the commencement of such Claimthereof, but the failure so to deliver a Claim Notice will notify Indemnifying Person shall not relieve Purchaser it of any liability that it may have to any Indemnified Persons, Person except to the extent that Purchaser Indemnifying Person demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s failure to give thereby. In case any such notice. (b) In the event that the Indemnified Person elects to tender the defense of the 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment brought against an Indemnified Person may and it shall give notice to Indemnifying Person of the commencement thereof, Indemnifying Person shall, unless the claim involves Taxes, be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. All such payments shall be subject entitled to participate therein and, to the Basket Cap. extent that it shall wish (eunless (i) Purchaser hereby consents to the non-exclusive jurisdiction of any court in which Indemnifying Person is also a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect party to such Proceeding and the Indemnified Person determines in good faith that joint representations would be inappropriate or (ii) Indemnifying Person fails to provide reasonable assurance to the matters alleged therein, Indemnified Person of its financial capacity to defend such Proceeding and agree that process may be served on Purchaser provide indemnification with respect thereto), to assume the defense thereof with counsel selected by such Indemnifying Person and reasonably satisfactory to such a claim anywhere in the world. (f) Purchaser shall notIndemnified Person and, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim after notice from Indemnifying Person to such Indemnified Person of a complete release from all liability in 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 counsel or any other expenses with respect to the defense of such claim 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 litigation settlement thereof may be effected by Indemnifying Person without any the Indemnified Person's consent unless (i) there is no finding or admission of guilt any violation of Legal Requirements or wrongdoingany violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person and (ii) the sole relief provided is monetary damages that are paid in full by Indemnifying Person and (b) Indemnifying Person shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to Indemnifying Person of the commencement of any Proceeding and it does not, within ten days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to 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 as a result of monetary damages, such Indemnified Person may, by notice to Indemnifying Person, assume the exclusive right to defend, compromise or settle such Proceeding, but Indemnifying Person shall not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 11.2 or Section 11.3, of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a Claim claim is to be made against Purchaser an indemnifying Person under this Article 2such Section, give a Claim Notice notice to Purchaser the indemnifying Person of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the indemnifying Person will not relieve Purchaser the indemnifying Person of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser the indemnifying Person demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s 's failure to give such notice. (b) In If any Proceeding referred to in Section 11.6(a) is brought against an Indemnified Person and it gives notice to the event indemnifying Person of the commencement of such Proceeding, the indemnifying Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying Person is also a party to such Proceeding and the Indemnified Person elects determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying Person fails to tender provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of the such Proceeding with counsel satisfactory to the PurchaserIndemnified Person and, then Purchaser must accept 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 11 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 compromise or settlement of such claims may be effected by the indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that Proceeding 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 be required have no liability with respect to pay not only all reasonable Enforcement Costs any compromise or settlement of that Proceeding but any judgments or settlements that result from the Proceedingsuch claims effected without its consent. (c) Purchaser shall not be required to pay or reimburse 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 Related Persons other than as a result of monetary damages for attorneys’ fees 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 expensessettle such Proceeding, litigation consultant’s fees or expenses or other costs 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 (which are may not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 The Shareholders hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser the Shareholders with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) A. Promptly after receipt by any a Buyer Indemnified Person under Section 2.2 14.1A hereof of notice of the commencement of any Proceeding claim, suit or other proceeding against it, such Buyer Indemnified Person will, if a Claim claim is to be made against Purchaser Seller under this Article 2such Section, give a Claim Notice notice to Purchaser Seller of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the Seller will not relieve Purchaser Seller of any liability that it may have to any Buyer Indemnified PersonsPerson, except to the extent that Purchaser Seller demonstrates that the defense of such action is materially and adversely prejudiced by the Buyer Indemnified Person’s ’ 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 Seller of the commencement thereof, Seller 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 Seller. Notwithstanding the foregoing, if Seller is also a party to such claim, suit or other proceeding and Seller determines in good faith that joint representation would be inappropriate, or Seller 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 Seller for its expenses incurred in connection therewith pursuant to this Section 14. After notice from Seller to the Buyer Indemnified Person of its election to assume the defense of such claim, suit or other proceeding, Seller 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 Seller 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 Seller without the Buyer Indemnified Person’s consent unless (a) there is no finding or admission of any liability or violation of any applicable law by a Buyer Indemnified Person and there will be no effect on any other claims that may be made against the Buyer Indemnified Person, and (b) In the event sole relief provided is monetary damages that are paid in full by or other determination binding solely on Seller; and (iii) the Buyer Indemnified Person elects will have no liability with respect to tender the defense any compromise or settlement of such claims effected without its consent. If notice is given to Seller of the Proceeding to the Purchasercommencement of any claim, 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 suit or other costs of a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objection. proceeding and Seller does not, within ten (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 (3010) days after receipt of invoices containing detail which the Buyer Indemnified Person’s notice is typical for expense billing in a commercial matter similar given, give notice to the 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 Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Buyer Indemnified Person of its election to assume the defense thereof, Seller will be bound by any determination made in such claim, suit or other proceeding or any reasonable compromise or settlement effected by the Buyer Indemnified Person. C. Notwithstanding the foregoing, if a complete release from all liability Buyer Indemnified Person determines in respect good faith that there is a reasonable probability that a claim, suit or other 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 Buyer Indemnified Person may, by notice to Seller, assume the exclusive right to defend, compromise or settle such claim claim, suit or litigation other proceeding, but Seller will not be bound by any determination of a claim, suit or other proceeding so defended or any compromise or settlement effected without any admission of guilt its consent (which may not be unreasonably withheld or wrongdoingdelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by any an Investor Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding against it, such Investor Indemnified Person will, if a Claim claim is to be made against Purchaser under this Article 2the Company, give a Claim Notice notice to Purchaser the Company of the commencement of such Claim, but claim. The failure of an Investor Indemnified Person to provide notice as specified in the failure to deliver a Claim Notice preceding sentence will not relieve Purchaser the Company (herein, the "Indemnifying Person") of any liability that it they may have to any Investor Indemnified PersonsPerson, except to the extent that Purchaser the Indemnifying Person demonstrates that the defense of such action is materially prejudiced by the Investor Indemnified Person’s 's failure to give such notice. (b) In the event that the Indemnified Person elects to tender the defense of the 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 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’ and consultants’ fees as described If any Proceeding referred to in Section 2.6(b7(e)(i) may be made by a direct claim is brought against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the an Investor Indemnified Person and Purchaser may it gives notice as provided therein of the commencement of such Proceeding, the Indemnifying Person will, unless the claim involves Taxes, be made by a direct claim against entitled to participate and, to the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an extent that it wishes (unless (A) the Indemnifying Person also is party to such Proceeding and the Investor Indemnified Person may determines in good faith that joint representation would be made by a direct claim against inappropriate; or (B) the Purchaser with no requirement of arbitration under Section 3.4. All such payments shall be subject Indemnifying Person fails to provide reasonable assurance to the Basket Cap. (e) Purchaser hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Investor Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Investor Indemnified Person and, after notice from the Indemnifying Person 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 the matters alleged therein, and agree that process may be served on Purchaser any other expenses with respect to such a claim anywhere in the world. (f) Purchaser shall not, in 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 or settlement of such claims may be effected by the Indemnifying Person without the Investor Indemnified Person's consent unless (x) there is no finding or admission of any claim violation of Legal Requirements or litigationany violation of the rights of any Person and no effect on any other claims that may be made against the Investor Indemnified Person; and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (II) the Investor 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 the Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, except 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 the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding or, with the 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, consent to entry of any judgment or enter into any settlement which does not include as if an unconditional term thereof the giving by the plaintiff or person making a claim to such 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 complete release from all liability in respect to such claim Proceeding so defended or litigation any compromise or settlement effected without any admission of guilt or wrongdoingits consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any a Purchaser Indemnified Person or a Seller Indemnified Person, as the case may be, under Section 2.2 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 claim is to be made against a Purchaser Indemnifying Person or a Seller Indemnifying Person, as the case may be, under this Article 2such Section, give notice to a Claim Notice to Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, of the commencement of such Claimclaim, but the failure to deliver notify a Claim Notice 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 it may have to any Purchaser Indemnified PersonsPerson or Seller Indemnified Person, as the case may be, except to the extent that that, 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 materially prejudiced by the Indemnified Person’s indemnifying party's failure to give such notice. (b) In the event that the If any Proceeding referred to in Section 9.7(a) is brought against Purchaser Indemnified Person elects or a Seller Indemnified Person, as the case may be, and it gives notice to tender the Purchaser Indemnifying Person or a Seller Indemnifying Person, as the case may be, of the commencement of such 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 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 (ii) the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, fails to provide reasonable assurance to the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of the such Proceeding with counsel satisfactory to the PurchaserPurchaser Indemnified Person or Seller Indemnified Person, then as the case may be, and, after notice from the Purchaser must accept 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 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 Person or Seller Indemnified Person, as the case may be, in connection with the defense of such Proceeding, other than 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 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 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 or Seller Indemnifying Person, as the case may be; and (iii) the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to a Purchaser Indemnifying Person 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 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 be required to pay not only all reasonable Enforcement Costs of that bound by any determination made in such Proceeding but or any judgments compromise or settlements that result from settlement effected by the ProceedingPurchaser Indemnified Person or Seller Indemnified Person, as the case may be. (c) Notwithstanding the foregoing, if a Purchaser shall 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 monetary damages for which it would be entitled to indemnification under this Agreement, the Purchaser Indemnified Person or Seller Indemnified Person, as the 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 required to pay or reimburse an Indemnified Person for attorneys’ fees or expenses, litigation consultant’s fees or expenses or other costs bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which are may not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (d) Payment of amounts due from Purchaser The Company (prior 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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against Closing), the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed (prior to by Closing), Xxxxxxx, the Indemnified Person Shareholder Trust, the Surviving Corporation, and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 Parent hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Purchaser Indemnified Person or Seller Indemnified Persons, as the case may be, for purposes of any claim that an 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 Purchaser such Persons with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding proceeding against it, such Indemnified Person will, if a Claim claim is to be made against Purchaser an indemnifying party under this Article 2such Section, give a Claim Notice notice to Purchaser the indemnifying party of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the indemnifying party will not relieve Purchaser the indemnifying party of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser the indemnifying party demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s 's failure to give such notice. (b) In If any proceeding referred to in Section 9.6(a) is brought against an Indemnified Person and it gives notice to the event 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 party to such proceeding and the Indemnified Person elects determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to tender provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of the Proceeding such proceeding with counsel satisfactory to the PurchaserIndemnified Person and, then Purchaser must accept after notice from the indemnifying party to the Indemnified Person of its election to assume the defense of that Proceeding and 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 required conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to pay not only all reasonable Enforcement Costs 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 no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that Proceeding but may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the Indemnified Person will have no liability with respect to any judgments compromise or settlements that result from settlement of such claims effected without its consent. If notice is given to an indemnifying party of the Proceedingcommencement of any proceeding and the indemnifying party does not, within ten (10) days after such notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Person. (c) Purchaser shall not be required to pay or reimburse 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 attorneys’ fees which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or expensessettle such proceeding, litigation consultant’s fees or expenses or other costs but the indemnifying party will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which are may not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 Sellers hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding proceeding or the matters alleged therein, and agree that process may be served on Purchaser Sellers with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding proceeding against it, such Indemnified Person will, if a Claim claim is to be made against Purchaser an indemnifying party under this Article 2such Section, give a Claim Notice notice to Purchaser the indemnifying party of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the indemnifying party will not relieve Purchaser the indemnifying party of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser the indemnifying party demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s 's failure to give such notice. (b) In If any proceeding referred to in Section 9.6(a) is brought against an Indemnified Person and it gives notice to the event 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 party to such proceeding and the Indemnified Person elects determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to tender provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of the Proceeding such proceeding with counsel satisfactory to the PurchaserIndemnified Person and, then Purchaser must accept after notice from the indemnifying party to the Indemnified Person of its election to assume the defense of that Proceeding and 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 that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) 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 party of the commencement of any proceeding and the indemnifying party does not, within ten (10) days after such notice is given, give notice to the Indemnified Person of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Person. Notwithstanding the foregoing, the filing of an answer or taking any other action required by the indemnifying party in order to pay preserve the rights of the Indemnified Party due to a filing deadline shall not only all reasonable Enforcement Costs in itself constitute its election to assume the defense of that Proceeding but any judgments or settlements that result from the Proceedinga claim hereunder. (c) Purchaser shall not be required to pay or reimburse 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 attorneys’ fees which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or expensessettle such proceeding, litigation consultant’s fees or expenses or other costs but the indemnifying party will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which are may not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 Sellers hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding proceeding or the matters alleged therein, and agree that process may be served on Purchaser Sellers with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by If any Indemnified Person under Section 2.2 of receives notice of the assertion or commencement of any Proceeding made or brought by any Person who is not a Party, an Affiliate of a Party, or a Representative of a Party or an Affiliate of a Party (a “Third-Party Claim”) against it, such Indemnified Person will, if a Claim with respect to which the Indemnifying Person is obligated to be made against Purchaser provide indemnification under this Article 2Agreement, the Indemnified Person shall give a Claim Notice to Purchaser of the commencement Indemnifying Person prompt written notice of such Third-Party Claim, but the . The failure to deliver a Claim Notice give such prompt written notice will not not, however, relieve Purchaser the Indemnifying Person of any liability that it may have to any Indemnified Personsits indemnification obligations, except and only to the extent that Purchaser demonstrates that the defense Indemnifying Person forfeits rights or defenses by reason of such action is materially prejudiced failure. Such notice by the Indemnified Person must describe the Third-Party Claim in reasonable detail and must indicate the estimated amount, if reasonably practicable, of the Damages that have been or could be sustained by the Indemnified Person’s failure to give such notice. (b) In The Indemnifying Person shall have the event that right to participate in, or by giving written notice to the Indemnified Person elects to tender the defense of the 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 after receipt being notified 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to Third-Party Claim by the Indemnified Person in accordance with Section 9.6(a) and Purchaser may be made by a direct claim against unconditionally acknowledging in writing the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnifying Person’s indemnification obligations to the Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or Third-Party Claim, to assume the matters alleged thereindefense 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 agree that process may be served on Purchaser with respect the Indemnified Person shall cooperate in good faith in such defense. The Indemnified Person shall have the right, at its own cost and expense, to such a claim anywhere in the world. (f) Purchaser shall not, participate in the defense of any claim 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 litigationfails to timely notify the Indemnified Person in writing of the Indemnifying Person’s election to assume the defense of such Third-Party Claim as provided in this Agreement, except the Indemnified Person shall be entitled to, subject to Section 9.6(d), 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. Buyer and Sellers shall cooperate with each other in all reasonable respects in connection with the consent 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 9.6(a) 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 9.6(b) or fails to unconditionally acknowledge in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person with respect to such Third-Party Claim, (ii) the claim for indemnification is based upon, arises out of, is with respect to or is by reason of any criminal or quasi-criminal Proceeding, (iii) the relief sought in connection with the Third-Party Claim is not solely monetary damages, (iv) the Indemnified Person reasonably concludes, based upon advice of counsel, that either a conflict exists between the Indemnifying Person and the Indemnified Person in connection with the defense of the Third-Party Claim or there are legal defenses available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person, (v) Buyer, if acting as the Indemnified Person, reasonably concludes that the Damages relating to such Third-Party Claim could exceed the then current balance of the Indemnity 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, consent to entry or (vii) the defense of any judgment or enter into any settlement which does the Third-Party Claim is not include as an unconditional term thereof the giving instituted and continuously maintained in good faith by the plaintiff or person making 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 to such Indemnified against the Indemnifying Person of a complete release from all liability in for indemnification with respect to such claim Third-Party Claim pursuant to the terms of this Article IX, 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 9.6(c). (d) Notwithstanding anything in this Agreement to the contrary, the Indemnifying Person shall not enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld, conditioned or litigation delayed), except as provided in this Section 9.6(d). If a firm offer is made to settle a Third-Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Person and provides, in customary form, for the unconditional release of each Indemnified Person from all Liabilities in connection with such Third-Party Claim and the Indemnifying Person desires to accept and agree to such offer, the Indemnifying Person shall give written notice to that effect to the Indemnified Person. If the Indemnified Person fails to consent in writing to such firm offer within fifteen (15) days after the Indemnified Person’s receipt of such notice, the Indemnified Person shall be entitled to continue to contest or defend such Third-Party Claim and in such event, the maximum Liability of the Indemnifying Person as to such Third-Party Claim is not to exceed the amount of such settlement offer. If the Indemnified Person fails to consent to such firm offer and also fails to timely assume defense of such Third-Party Claim, the Indemnifying Person shall be entitled to settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Person has assumed the defense of any admission Third-Party Claim pursuant to Section 9.6(b) or Section 9.6(c) and the Indemnifying Person has unconditionally acknowledged in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person with respect to such Third-Party Claim, the Indemnified Person shall not agree to any settlement of guilt such Third-Party Claim without the written consent of the Indemnifying Person (such consent not to be unreasonably withheld, conditioned or wrongdoingdelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding 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 claim is to be made against Purchaser a party obligated to provide indemnity under this Article 2Section 9, give a Claim Notice notice to Purchaser the indemnifying parties of the commencement of such ClaimProceeding, but the failure of the Indemnified Person to deliver a Claim Notice notify the indemnifying parties will not relieve Purchaser the indemnifying parties of any liability that it 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 in such Proceeding and, to the extent that Purchaser demonstrates 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 their financial capacity to defend such Proceeding), to assume the defense of such action 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 materially prejudiced given to the indemnifying parties of the commencement of any Proceeding and the indemnifying parties do not, within twenty (20) days after the Indemnified Persons' notice is given, give notice to the Indemnified Persons of their election to assume the defense 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 Person’s failure Persons. With respect to give such notice. (b) In the event that any Proceeding both the Indemnified Person elects to tender Persons and the defense indemnifying parties, as the case may be, shall keep the other parties fully informed of the Proceeding at all stages thereof and 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 Purchaser, then Purchaser must accept the defense of that Proceeding proper 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the adequate defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of Proceeding brought by any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in third party. With respect to any Proceeding, the parties agree to cooperate in such claim or litigation without any admission a manner as to preserve in full (to the extent possible) the confidentiality of guilt or wrongdoingall confidential business records and the attorney-client and work-product privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding 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 claim is to be made against Purchaser Purchasers under this Article 2SECTION 9, give a Claim Notice notice to Purchaser the indemnifying parties of the commencement of such ClaimProceeding, but the failure of the Indemnified Person to deliver a Claim Notice notify the indemnifying parties will not relieve Purchaser the indemnifying parties of any liability that it 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 in such Proceeding and, to the extent that Purchaser demonstrates 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 their financial capacity to defend such Proceeding), to assume the defense of such action 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 materially prejudiced given to the indemnifying parties of the commencement of any Proceeding and the indemnifying parties do not, within twenty (20) days after the Indemnified Persons' notice is given, give notice to the Indemnified Persons of their election to assume the defense 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 Person’s failure Persons. With respect to give such notice. (b) In the event that any Proceeding both the Indemnified Person elects to tender Persons and the defense indemnifying parties, as the case may be, shall keep the other parties fully informed of the Proceeding at all stages thereof and 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 Purchaser, then Purchaser must accept the defense of that Proceeding proper 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the adequate defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of Proceeding brought by any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in third party. With respect to any Proceeding, the parties agree to cooperate in such claim or litigation without any admission a manner as to preserve in full (to the extent possible) the confidentiality of guilt or wrongdoingall confidential business records and the attorney-client and work-product privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 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 itit (a "Third-Party Claim"), such Indemnified Person willshall, if a Claim claim is to be made against Purchaser a Person (the "Indemnifying Person") under this Article 2Section 9.1, 9.2, 9.8, 9.9 or 10.12, give a Claim Notice written notice containing reasonable detail to Purchaser the Indemnifying Person of the commencement assertion of such Third-Party Claim, but the . The failure to deliver a Claim Notice will not give such prompt written notice shall not, however, relieve Purchaser the Indemnifying Person of any liability that it may have to any Indemnified Personstheir indemnification obligations, except and only to the extent that Purchaser demonstrates that such failure materially prejudices the defense of such action Third-Party Claim. If any Third-Party Claim is materially prejudiced by brought against an Indemnified Person, the Indemnifying Person may participate in the defense of such Third-Party Claim 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’s failure . In such event, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to give such notice. (b) In the event that the Indemnified Person elects under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable, for any fees of other counsel with respect to tender the defense of such Proceeding; provided, however, that if the Indemnifying Person 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 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 Proceeding to Third-Party Claim, no compromise or settlement of such claim may be effected by the Purchaser, then Purchaser must accept Indemnifying Person without 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. Indemnified Person's prior written consent (c) Purchaser which shall not be required to pay unreasonably withheld, conditioned or reimburse an Indemnified Person for attorneys’ fees or expenses, litigation consultant’s fees or expenses or other costs of a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objection. (ddelayed) Payment of amounts due from Purchaser to a Claimant under this Section 2.6 shall be made in the following manner: unless (i) Payment there is no finding or admission of expenses any violation of defending a Proceeding shall be made directly by Purchaser within thirty (30) days after receipt Legal Requirements or any violation of invoices containing detail which is typical for expense billing in a commercial matter similar to the Proceeding; rights of any Person, (ii) Payment the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and (iii) the terms of amounts such compromise or settlement include a full and unconditional release of reasonable attorneys’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement from all Liability with respect to such Proceeding Third-Party Claim. Without the Indemnifying Person's prior written consent, which shall not be unreasonably withheld, conditioned or the matters alleged thereindelayed, and agree that process no Indemnified Person may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of settle or compromise any claim Third-Party Claim or litigation, except with the consent of the Indemnified Person, 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 enter into 10.12, as applicable, unless the 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 is not obligated to indemnify, defend or hold harmless the Indemnified Person in connection with any settlement which does not include as an unconditional term thereof Third-Party Claim, then the giving 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 plaintiff or person making a claim to Indemnifying Person in its defense of such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoingThird-Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 11.2 or Section 11.3, of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a Claim claim is to be made against Purchaser an indemnifying Person under this Article 2such Section, give a Claim Notice notice to Purchaser the indemnifying Person of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the indemnifying Person will not relieve Purchaser the indemnifying Person of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser the indemnifying Person demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s 's failure to give such notice. (b) In If any Proceeding referred to in Section 11.5(a) is brought against an Indemnified Person and it gives notice to the event indemnifying Person of the commencement of such Proceeding, the indemnifying Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying Person is also a party to such Proceeding and the Indemnified Person elects determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying Person fails to tender provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of the such Proceeding with counsel satisfactory to the PurchaserIndemnified Person and, then Purchaser must accept 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 compromise or settlement of such claims may be effected by the indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that Proceeding 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 be required have no liability with respect to pay not only all reasonable Enforcement Costs any compromise or settlement of that Proceeding but any judgments or settlements that result from the Proceedingsuch claims effected without its consent. (c) Purchaser shall not be required to pay or reimburse 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 Related Persons other than as a result of monetary damages for attorneys’ fees 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 expensessettle such Proceeding, litigation consultant’s fees or expenses or other costs 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 (which are may not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 The parties hereto hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser any of the parties hereto with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any a Person entitled to indemnity under Sections 6.2, 6.3, or 6.4 (an “Indemnified Person under Section 2.2 Person”) of notice of the commencement assertion of any Proceeding a Third-Party Claim against it, such Indemnified Person willshall give written notice, describing in reasonable detail the nature of the Third-Party Claim, a copy of all papers served with respect to that claim (if a Claim is any), an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate will not be made against Purchaser conclusive of the final amount of that claim) and the basis for the Indemnified Person’s request for indemnification under this Article 2Agreement, give a Claim Notice to Purchaser of the commencement of Person obligated to indemnify under such ClaimSection (an “Indemnifying Person”), but provided that the failure to deliver a Claim Notice notify the Indemnifying Person will not relieve Purchaser the Indemnifying Person of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser the Indemnifying Person demonstrates that the defense of such action Third-Party Claim is materially prejudiced by the Indemnified Person’s failure to give such notice. (b) In If an Indemnified Person gives notice to the event Indemnifying Person pursuant to Section 6.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the 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 elects determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to tender 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 the Proceeding such Third-Party Claim with counsel reasonably satisfactory to the Purchaser, then Purchaser must accept Indemnified Person. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that Proceeding the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent, which may not be unreasonably withheld or delayed, unless (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within fifteen (15) days after the Indemnified Person’s notice is given pursuant to this Section 6.5(b), give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be required to pay not only all reasonable Enforcement Costs of that Proceeding but bound by any judgments determination made in such Third-Party Claim or settlements that result from any compromise or settlement effected by the ProceedingIndemnified Person. (c) Purchaser shall not be required to pay or reimburse Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim (i) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Person, (ii) involves criminal allegations against the Indemnified Party, (iii) if successful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) if successful, would impose liability on the part of the Indemnified Person for attorneys’ fees which the Indemnified Person is not entitled to indemnification hereunder, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or expenses, litigation consultant’s fees or expenses or other costs of a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionsettle such Third-Party Claim. (d) Payment Notwithstanding the provisions of amounts due from Purchaser to a Claimant under this Section 2.6 shall be made in the following manner: (i) Payment 6.5, each of expenses of defending a Proceeding shall be made directly by Purchaser within thirty (30) 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’ HCT and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 Sun hereby consents to the non-exclusive nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, therein and agree that process may be served on Purchaser HCT or Sun with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Section 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the 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) Purchaser shall notWith respect to any Third-Party Claim subject to indemnification under this Section 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any claim Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoingwork-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Indemnified a Person under Section 2.2 indemnified pursuant to this Article V of notice of the commencement of any Proceeding against it, such Indemnified indemnified Person will, if a Claim claim is to be made against Purchaser under an indemnifying Person pursuant to this Article 2V, give a Claim Notice notice to Purchaser the indemnifying Person of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the indemnifying Person will not relieve Purchaser the indemnifying Person of any liability that it may have to any Indemnified Personsindemnified Person, except to the extent that Purchaser the indemnifying Person demonstrates that the defense of such action claim is materially prejudiced by the Indemnified indemnifying Person’s 's failure to give such notice. (b) In If any Proceeding referred to in Section 5.4(a) is brought against an indemnified Person and it gives notice to the event indemnifying Person of the commencement of such 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 Indemnified indemnifying Person elects is also a party to tender such Proceeding and the indemnified Person determines in good faith 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 such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of the such Proceeding with counsel satisfactory to the Purchaserindemnified Person and, then Purchaser must accept 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 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 compromise or settlement of such claims may be effected by the indemnifying Person without the indemnified Person's consent, unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying Person; and (iii) 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 10 days after the indemnified Person's notice is given, give notice to the indemnified Person of its election to assume the defense of such Proceeding, the indemnifying Person will be required to pay not only all reasonable Enforcement Costs of that obligated by any determination made in such Proceeding but or any judgments compromise or settlements that result from settlement effected by the Proceedingindemnified Person. (c) Purchaser 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 obligated by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 Shareholders hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any MYG Indemnified Person for purposes of any claim that an a MYG Indemnified Person may have under pursuant to this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser Shareholders with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding proceeding against it, such Indemnified Person will, if a Claim claim is to be made against Purchaser an indemnifying party under this Article 2such Section, give a Claim Notice notice to Purchaser the indemnifying party of the commencement of such Claimclaim, but the failure to deliver a Claim Notice notify the indemnifying party will not relieve Purchaser the indemnifying party of any liability that it may have to any Indemnified PersonsPerson, except to the extent that Purchaser the indemnifying party demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s 's failure to give such notice. (b) In If any proceeding referred to in Section 9.5(a) is brought against an Indemnified Person and it gives notice to the event 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 party to such proceeding and the Indemnified Person elects determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to tender provide reasonable assurance to the Indemnified Person of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of the Proceeding such proceeding with counsel satisfactory to the PurchaserIndemnified Person and, then Purchaser must accept after notice from the indemnifying party to the Indemnified Person of its election to assume the defense of that Proceeding and such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be required liable 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 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 following manner: 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) Payment it will be conclusively established for purposes of expenses this Agreement that the claims made in that proceeding are within the scope of defending a Proceeding shall 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 no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made directly against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by Purchaser the indemnifying party; and (iii) 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 party of the commencement of any proceeding and the indemnifying party does not, within thirty (30) days after receipt of invoices containing detail which such notice is typical for expense billing in a commercial matter similar given, give notice to the Proceeding; (ii) Payment Indemnified Person of amounts its election to assume the defense of reasonable attorneys’ and consultants’ fees as described such proceeding, the indemnifying party will be bound by any determination made in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of such proceeding or any compromise or settlement amount which has been agreed to effected by the Indemnified Person Person; provided that, during such thirty (30) day period, the indemnifying party will file any answer due and Purchaser may be made by otherwise take any action required to prevent a direct default or preserve a claim against or defense in such matter prior to the Purchaser with no requirement expiration of arbitration under Section 3.4. Payment of any finalsuch thirty (30) day period. (c) Notwithstanding the foregoing, non-appealable judgment against 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 made entitled to indemnification under this Agreement, the Indemnified Person may, by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. All such payments shall be subject notice to the Basket Cap. (e) Purchaser hereby consents indemnifying party, assume the exclusive right to defend, compromise, or settle such proceeding, but the non-exclusive jurisdiction of indemnifying party will not be bound by any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person determination of a complete release from all liability in respect to such claim proceeding so defended or litigation any compromise or settlement effected without any admission of guilt or wrongdoingits consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after Within fifteen (15) days following receipt by any of the Buyer Indemnified Person under Section 2.2 Persons or the Seller Indemnified Persons as the case may be (respectively, the “Indemnified Persons”) of notice of the commencement of any Proceeding proceeding against it, such Indemnified Person will, if a Claim claim is to be made against Purchaser under this Article 2the other Party (the “Indemnifying Person”), give a Claim Notice notice to Purchaser the Indemnifying Person of the commencement of such Claimproceeding, but the failure to deliver a Claim Notice notify the Indemnifying Person will not relieve Purchaser Indemnifying Person of any liability that it may have to any Indemnified Persons, except to the extent that Purchaser the Indemnifying Person demonstrates that the defense of such action is materially prejudiced by the Indemnified Person’s Persons’ failure to give such notice. (b) In If any proceeding referred to in Section 9.06(a) is brought against any Indemnified Persons, the event Indemnifying Person will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the Indemnifying Person is also a party to such proceeding and the Indemnified Persons determine in good faith that joint representation would be inappropriate, or (ii) Indemnifying Person elects fails to tender provide reasonable assurance to the Indemnified Persons of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of the Proceeding such proceeding with counsel reasonably satisfactory to the PurchaserIndemnified Persons and, then Purchaser must accept after notice from Indemnifying Person to the Indemnified Persons 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 Persons under this Article 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 Persons in connection with the defense of such proceeding. If the Indemnifying Person assumes the defense of a proceeding, no compromise or settlement of any claims made in that Proceeding proceeding of such claims may be effected by the Indemnifying Person without the Indemnified Persons’ consent (which shall not be unreasonably withheld) unless (A) there is no finding or admission by the Indemnified Persons of any violation of applicable Legal Requirements or any violation of the rights of any Person and will no effect on any other claims that may be required made against the Indemnified Persons, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person. If the Indemnifying Person fails to pay defend against a proceeding, subject to the limitations set forth in this Article 9, the Indemnified Persons may assume control of the defense and if the Indemnified Persons shall undertake at any time to compromise such proceeding, it shall promptly notify the Indemnifying Person of its intention to do so and shall obtain the Indemnifying Person’s prior written consent to any final compromise or settlement, which consent shall not only all be unreasonably withheld or delayed. The Parties shall provide reasonable Enforcement Costs cooperation to each other in the defense of that Proceeding but any judgments or settlements that result from the Proceedingsuch claim. (c) Purchaser shall Notwithstanding the foregoing, if any Indemnified Persons determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Persons 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 required to pay or reimburse an Indemnified Person for attorneys’ fees or expenses, litigation consultant’s fees or expenses or other costs bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which are may not reasonable under the circumstances. The burden of proof regarding an objection to attorneys’ fees or expenses shall be borne by the person making that objectionunreasonably withheld). (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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 The Parties hereby consents consent to the non-exclusive jurisdiction of any court in which a Proceeding proceeding is brought against any Indemnified Person Persons for purposes of any claim that an any Indemnified Person Persons may have under this Agreement with respect to such Proceeding 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 of any claim or litigation, except with the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within 15 days after receipt by any Indemnified Person under Section 2.2 of notice of the commencement of any Proceeding against itaction by any third party evidenced by service of process or other legal pleading, such or with reasonable promptness after the assertion in writing of any claim by a third party, the party entitled to indemnification hereunder ("Indemnified Person willPerson") shall give the party obligated to provide indemnification under Section 8.2 or 8.3 hereof (the "Indemnifying Person") written notice thereof, if together with a Claim is to be made against Purchaser under this Article 2, give a Claim Notice to Purchaser of the commencement copy of such Claimclaim, but the process or other legal pleading. The failure to deliver a Claim Notice so notify the Indemnifying Person within the above time frame will not relieve Purchaser the Indemnifying Person of any liability that it may have to any the Indemnified PersonsPerson, except to the extent that Purchaser the Indemnifying Person demonstrates that the defense of such action is materially unduly prejudiced by the Indemnified Person’s 's failure to give such notice, or except if such notice is not delivered before the time specified in Section 8.1. The Indemnifying Person shall have the right to undertake the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (b) In If the event that Indemnifying Person, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day immediately preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), has not notified the Indemnified Person elects of its election to tender the defense of the Proceeding to the Purchaserdefend against such claim, 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 a Proceeding which are not reasonable under the circumstances. The burden of proof regarding an objection to 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 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’ and consultants’ fees as described in Section 2.6(b) may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such claim through counsel of its choice on behalf of and Purchaser may for the account and risk of the Indemnifying Person, at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Party and its counsel shall have the right to be made by a direct claim against present at the Purchaser with no requirement negotiation, defense and settlement of arbitration under Section 3.4. Payment such action or claim, and any settlement or compromise of any final, non-appealable judgment against an Indemnified Person may be made by a direct such action or 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in the defense of any claim or litigation, except with the consent approval of the Indemnified Indemnifying Person, consent to entry of any judgment or enter into any settlement which does approval shall not include as an unconditional term thereof the giving by the plaintiff or person making a claim to such Indemnified Person of a complete release from all liability in respect to such claim or litigation without any admission of guilt or wrongdoingbe unreasonably withheld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly If, after receipt by any the Closing Date, either a Buyer Indemnified Person under Section 2.2 of 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 commencement existence of any Proceeding against it, such Indemnified Person will, if matter of a Claim nature as to which the Indemnitee is entitled to be made against Purchaser indemnified under this Article 2Agreement, give a Claim Notice to Purchaser of the commencement of such ClaimIndemnitee shall promptly notify Seller or the Members, or Buyer, as the case may be (the “Indemnitor”), in writing with respect thereto, but the failure to deliver a Claim Notice notify the Indemnitor will not relieve Purchaser the Indemnitor of any liability that it may have to any Indemnified Personsan Indemnitee, except to the extent that Purchaser the Indemnitor demonstrates that the defense of such action is materially has been prejudiced by the Indemnified PersonIndemnitee’s failure to give 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 by Indemnitee, notifies Indemnitee in writing that (i) Indemnitor disputes such claim and gives reasons therefor, and (ii) Indemnitor will, at its own cost and expense, defend the same, and (b) In 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 event that counsel selected by Indemnitor in the Indemnified Person elects conduct of such defense. Indemnitor will not permit any lien or execution to tender the defense of the Proceeding attach to the Purchaserassets of Indemnitee as a result of such claim, then Purchaser must accept and the defense 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 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 such defense. If Indemnitor is given notice of a Proceeding which are not reasonable under claim as aforesaid and fails to notify Indemnitee of its election to defend such claim within the circumstances. The burden of proof regarding an objection time prescribed herein, or after having elected to attorneys’ fees defend such claim fails to institute and maintain such defense as prescribed herein, or expenses if such defense is unsuccessful then, in any such event, the Indemnitor shall be borne by fully satisfy and discharge the person making that objection. claim within ten (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 (3010) days after receipt of invoices containing detail which is typical for expense billing in a commercial matter similar notice from the Indemnitee requesting Indemnitor to do so. If the 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 Purchaser with no requirement of arbitration under Section 3.4. Payment of any settlement amount which has been agreed to by the Indemnified Person and Purchaser may be made by a direct claim against the Purchaser with no requirement of arbitration under Section 3.4. Payment of any final, non-appealable judgment against an Indemnified Person may be 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 a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Purchaser with respect to such a claim anywhere in the world. (f) Purchaser shall not, in Indemnitor assumes the defense of any claim action or litigation, except with 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, consent to entry rights of any judgment or enter into person and no effect on any settlement which does not include as an unconditional term thereof other claims that may be made against the giving Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the plaintiff or person making a claim to such Indemnified Person of a complete release from all Indemnitor; and (z) the Indemnitee will have no liability in with respect to any compromise or settlement of such claim or litigation claims effected without any admission of guilt or wrongdoingits consent.