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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 or 9.4 of written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 11.3 or 9.4 11.4 of written notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding Proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall shall, unless the claim involves Taxes, be entitled to participate therein and, to the extent that it shall wish (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation representations would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such proceedinga Proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying indemnified party without the indemnified party's reasonable ’s consent unless (i) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it does not, within fifteen (15) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partythereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceedingProceeding, but the indemnifying party shall not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayedwithheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. [a] Promptly after receipt by an indemnified party under Section 9.2, 9.3 7.2 or 9.4 7.3 of written notice of a claim or the commencement of any proceeding against it, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnifying party's failure to give such notice. In case [b] If any such proceeding shall be is brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such proceeding, the indemnifying party shall will, unless the claim involves taxes, be entitled to participate therein in such proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense thereof of such proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 7 for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such proceeding, other than reasonable costs of investigation. If an the indemnifying party assumes the defense of such a proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying partyconsent; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding and it the indemnifying party does not, within fifteen ten (1510) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified party. [c] Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise compromise, or settle such proceeding, but the indemnifying party shall will not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld or delayedwithheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an (a) The indemnified party under Section 9.2, Sections 9.2 or 9.3 or 9.4 of written notice of a claim or (an "Indemnified Party") shall give the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, Section (an "Indemnifying Party") prompt notice of any third-party claim that may give written rise to any indemnification obligation under this Article IX. Such notice shall describe with reasonable specificity the nature of such claim. Failure to give such notice shall not affect the Indemnifying Party's obligations hereunder in the absence of actual and 84 <PAGE> material prejudice. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party from whom indemnification is sought. (b) The Indemnified Party shall not relieve it give each Indemnifying Party prompt notice of any liability third-party claim that it may have give rise to any indemnified party, except to indemnification obligation under this Article IX and the extent Indemnifying Party shall have the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled right to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to or assume the defense thereof with (at the Indemnifying Party's expense) of any such claim through counsel which is of the Indemnifying Party's own choosing by so notifying the Indemnified Party within 30 days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party, provided however that any such counsel shall be reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereofIndemnified Party. If an indemnifying party the Indemnifying Party participates in or assumes the defense of such proceedinga third-party claim, (ai) it will be conclusively established for the purposes of this Agreement and the other Transaction Documents that all of the claims and issues presented in such third-party claim are within the scope of and subject to indemnification by the Indemnifying Party, (ii) the Indemnifying Party will be bound by any final determination made in such Proceeding or any compromise or settlement effected by the Indemnifying Party of such third-party claim, and (iii) no compromise or settlement thereof of any such claim may be effected by the indemnifying party Indemnifying Party without the indemnified partyIndemnified Party's reasonable prior written consent unless (iA) there is no finding or admission of any violation of law or regulation or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified partyIndemnified Party, the Company or any of its Subsidiaries and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)Indemnifying Party. If notice of a third-party claim is given to an indemnifying party of Indemnifying Party and the commencement of any proceeding and it Indemnifying Party does not, within fifteen (15) business 30 days after the indemnified partyIndemnified Party's written notice is given, give notice to the indemnified party Indemnified Party of its election to assume the defense thereof of such claim, the Indemnifying Party shall (i) reasonably cooperate with counsel reasonably satisfactory the Indemnified Party's preparation and actual defense of such claim, including by providing information, cooperating in 85 <PAGE> preparation of pleadings and other submissions and procuring the appearance of witnesses (to the indemnified partyextent within its reasonable control), the indemnifying party shall all as reasonably requested by Indemnified Party, and (ii) be bound by any final determination made in such action Proceeding or any compromise or settlement thereof effected by the indemnified partyIndemnified Party. Notwithstanding The Indemnifying Party shall (severally and not jointly if the foregoingSelling Shareholders are the Indemnifying Parties) be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such third-party claim (other than during any period in which the Indemnified Party will have failed to give notice of the third-party claim as provided above). If the Indemnifying Party participates in or assumes such defense, the Indemnified Party shall (severally and not jointly if an indemnified party the Selling Shareholders are the Indemnifying Parties) reasonably cooperate at the Indemnifying Party's sole cost with the Indemnifying Party's preparation and actual defense of such claim, including by providing information, cooperating in preparation of pleadings and other submissions and procuring the appearance of witnesses (to the extent within its reasonable control), all as reasonably requested by Indemnifying Party and have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense, provided however that if the Indemnified Party determines in good faith that there is a conflict exists between it and the Indemnifying Party with respect to any significant issue in respect of such third-party claim, the Indemnifying Party shall pay the reasonable probability that a proceeding fees and expenses of such additional counsel as may adversely affect it be required to be retained by the Indemnified Party in order to avoid or its affiliates, other than as a result of monetary damages, prevent such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed).conflict. 86 <PAGE> Section 9.5

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 6.9(a) or 9.4 6.9(b) of written notice of a claim or the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party to this Agreement), such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but of such claim. If the failure so indemnified party fails to notify the indemnifying party within 30 days of receipt of notice of the third party claim, then the indemnity with respect to the subject matter of such claim shall not relieve it of any liability continue, but shall be limited to the damages that it may would have to any nonetheless resulted absent the indemnified party, except ’s failure to the extent notify the indemnifying party demonstrates that in the defense of time required above after taking into account such action is or has actions as could have been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to taken by the indemnifying party of had it received timely notice from the commencement thereofindemnified party. If such notice is timely given, the indemnifying party shall will be entitled to participate therein in such proceeding and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to wishes, may assume the defense thereof of such proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such proceeding with counsel satisfactory to the indemnified party, the indemnifying party shall will not be liable to such the indemnified party under this Section 6.9 for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently proceeding incurred by after such indemnified party in connection with the defense thereofnotice. If an the indemnifying party assumes the defense of such the proceeding, (a1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent ’s Consent unless (iA) there is no finding or admission of any violation of law legal requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it the indemnifying party does not, within fifteen (15) business 30 days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith provided, however, 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 party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)is otherwise obligated to indemnify the indemnified party pursuant to this Section 6.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by (a) If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (an indemnified party under Section 9.2, 9.3 or 9.4 of written "Indemnitee") receives notice of a claim or the commencement of any proceeding Proceeding by any Person who is not a party to this Agreement or an affiliate of such a party (a "Third Party Claim") against itsuch Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give Indemnitor reasonably prompt written notice to thereof (the indemnifying party of the commencement thereof"Third Party Claim Notice"), but the failure to so to notify the indemnifying party Indemnitor shall not relieve it Indemnitor of any liability that it may have its indemnity obligations with respect to any indemnified party, except to such Third Party Claim unless the extent the indemnifying party demonstrates Indemnitor establishes that the defense of such action Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or has been materially prejudiced therebymay be sustained by the Indemnitee. In case Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any such proceeding Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be brought against an indemnified party and it shall give notice reasonably satisfactory to the indemnifying party Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the commencement thereofThird Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the indemnifying party Indemnitee shall be entitled to participate therein andhave sole control over, the defense or settlement of any Third Party Claim to the extent that it shall wish (unless such claim seeks an order, injunction or other equitable relief against the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation Indemnitee which, if successful, would be inappropriate) reasonably likely to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection materially interfere with the defense thereofbusiness, operations, assets, or financial condition of the Indemnitee. If an indemnifying party In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such proceeding, (a) no compromise or settlement thereof may be effected by defense and will have the indemnifying party without right to participate in the indemnified party's reasonable consent unless (i) there is no finding or admission defense of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full Third Party Claim assisted by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified partyown choosing and at its own expense. Notwithstanding the foregoing, if an indemnified party determines the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that there representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice not entitled to the indemnifying party, assume the exclusive right to defenddefense of the Third Party Claim, compromise the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or settle such proceeding, but the indemnifying party 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 or delayed).incurred in connection therewith

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party Indemnified Person under Section 9.29.2 and 9.3, 9.3 or 9.4 of written notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall not will relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action . If any Proceeding is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate therein in such Proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with its counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such Proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such Proceeding. If an the indemnifying party assumes the defense of such proceedinga Proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent (which consent shall not be unreasonably withheld or delayed) unless (iA) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it the indemnifying party does not, within fifteen (15) business ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such Proceeding, the indemnifying party shall will be bound by any determination made in such action Proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise compromise, or settle such proceedingProceeding, but the indemnifying party shall will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld or delayedwithheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 11.1 or 9.4 11.2 of written notice of a claim or the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party), such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the of such claim. The failure so to notify the indemnifying party shall not within thirty (30) days of receipt of the third party claim notice will relieve it the indemnifying party of any liability that it may have to any indemnified party, except party with respect to such claim only to the extent the indemnifying party demonstrates that is actually prejudiced by the defense of failure to provide such action timely notice. If such notice is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereoftimely given, the indemnifying party shall will be entitled to participate therein in such proceeding and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to wishes, may assume the defense thereof of such proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such proceeding, the indemnifying party shall will not be liable to such the indemnified party under this Article 11 for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently proceeding incurred by after such indemnified party in connection with the defense thereofnotice. If an the indemnifying party assumes the defense of such the proceeding, (a1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent unless (iA) there is no finding or admission of any violation of law legal requirements or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it the indemnifying party does not, within fifteen (15) business 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith provided, however, 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 party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)is otherwise obligated to indemnify the indemnified party pursuant to this Article 11.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.211.2 or 11.3 (an “Indemnified Party”) of notice of commencement of any third-party claim that may give rise to an indemnification obligation under this Article XI, 9.3 such Indemnified Party will give notice to each party against whom indemnity may be sought (an “Indemnifying Party”) in writing of the commencement of such claim together with the estimated amount of such claim (if known), and the Indemnifying Party or 9.4 Parties shall have the right to assume the defense (at the Indemnifying Party or Parties’ expense) of written any such claim through counsel of the Indemnifying Party’s or Parties’ own choosing by so notifying the Indemnified Party within thirty (30) days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. Failure to give notice of commencement of a claim or shall not affect the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice indemnification obligations hereunder except to the indemnifying party extent of actual and material prejudice. Each Indemnified Party shall have the commencement right to employ separate counsel in such claim and participate in the defense thereof, but the failure so fees and expenses of such counsel shall be at the expense of each Indemnified Party unless: (i) the Indemnifying Party has agreed to notify pay such expenses; or (ii) the indemnifying party Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include any Indemnified Party and the Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest may exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided that, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clause (i), (ii) or (iii) above, the Indemnifying Party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which is reasonably satisfactory to counsel shall be designated by such indemnified party and, after notice from Indemnified Party. Without the indemnifying party to such indemnified party consent of its election so to assume the defense thereofIndemnified Party, the indemnifying party Indemnifying Party or Parties shall not consent to, and the Indemnified Party shall not be liable required to agree to, the entry of any judgment or enter into any settlement unless such indemnified party for any fees judgment or settlement (i) includes as an unconditional term thereof the giving of such counsel or any other expenses a release from all Liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is the defense subject of such proceeding, in each case, subsequently incurred by such indemnified third-party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, claim and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect does not include a statement as to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld an admission of fault, culpability or delayed). If notice is given a failure to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party mayact, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party shall not be bound by any determination on behalf of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed).an

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.29.2 or Section 9.3 (an "Indemnified Party") of notice of commencement of any third-party claim that may give rise to an indemnification obligation under this Article IX, 9.3 such Indemnified Party will give notice to each party against whom indemnity may be sought (an "Indemnifying Party") in writing of the commencement of such claim together with the estimated amount of such claim (if known), and the Indemnifying Party or 9.4 Parties shall have the right to assume the defense (at the Indemnifying Party or Parties' expense) of written any such claim through counsel of the Indemnifying Party's or Parties' own choosing by so notifying the Indemnified Party within 30 days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. Failure to give notice of commencement of a claim or shall not affect the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice indemnification obligations hereunder except to the indemnifying party extent of actual and material prejudice determined by a final judgment of a court of competent jurisdiction no longer subject to review or appeal. Each Indemnified Party shall have the commencement right to employ separate counsel in such claim and participate in the defense thereof, but the failure so fees and expenses of such counsel shall be at the expense of each Indemnified Party unless: (i) the Indemnifying Party has agreed to notify pay such expenses; or (ii) the indemnifying party Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include any Indemnified Party and the Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest may exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided, that, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clause (i), (ii) or (iii) above, the Indemnifying Party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which is reasonably satisfactory counsel shall be designated by such Indemnified Party. With respect to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofany Tax Claim that involves any Straddle Period, the indemnifying party Purchaser shall control the conduct of any such Tax Claim, through counsel of the Purchaser's own choosing and the Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim. Without the consent of the Indemnified Party, the Indemnifying Party or Parties shall not consent to, and the Indemnified Party shall not be liable required to agree to, the entry of any judgment or enter into any settlement unless such indemnified party for any fees judgment or settlement (i) includes as an unconditional term thereof the giving of such counsel or any other expenses a release from all Liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is the defense subject of such proceedingthird-party claim, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full does not include a statement as to or an admission of fault, culpability or a failure to act, by the indemnifying party; or on behalf of an Indemnified Party and (biii) in the indemnifying party shall have no liability with respect to case of any compromise Tax Claim, such judgment or settlement thereof effected without its consent (which shall does not be unreasonably withheld and will not, in the reasonable determination of the Purchaser, give rise or delayed)result in an increase in any Tax liability of the Purchaser, the Company, or any of their Affiliates. If notice is given to an indemnifying party Indemnifying Party of the commencement of any proceeding a claim and it the Indemnifying Party does not, within fifteen (15) business 30 days after the indemnified partyIndemnified Party's notice is given, give notice to the indemnified party Indemnified Party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such claim, the indemnifying party shall Indemnifying Party will be bound by any determination made in such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)Indemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 or 9.4 of written notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Sectionparty, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnified party’s failure to give such notice. In case If any such proceeding shall be Proceeding is brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate therein in such Proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such Proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 11 for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such Proceeding, other than reasonable costs of investigation. If an the indemnifying party assumes the defense of such proceedinga Proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable ’s consent unless (iA) there is no finding or admission of any violation of law Law or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)prior written consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it the indemnifying party does not, within fifteen (15) business ten days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such Proceeding, the indemnifying party shall will be bound by any determination made in such action Proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, Affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceedingProceeding, but the indemnifying party shall will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its prior written consent (which shall may not be unreasonably withheld withheld). Each party hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or delayed)the matters alleged therein, and agrees that process may be served on such party with respect to such a claim anywhere in the world. Remedies Not Exclusive. The remedies provided in this Article 11 will not be exclusive of, or limit, any other remedies that may be available to the Purchaser or CTDC or the other indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 7.07(a) or 9.4 7.07(b) of written notice of a claim or the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party) to this Agreement, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the of such claim. The failure so to notify the indemnifying party shall not within thirty (30) days of receipt of notice of the third party claim will relieve it the indemnifying party of any liability that it may have to any indemnified party, except party with respect to such claim only to the extent the indemnifying party demonstrates that is actually prejudiced by the defense of failure to provide such action timely notice. If such notice is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereoftimely given, the indemnifying party shall will be entitled to participate therein in such proceeding and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to wishes, may assume the defense thereof of such proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such proceeding, the indemnifying party shall will not be liable to such the indemnified party under this Article VII for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently proceeding incurred by after such indemnified party in connection with the defense thereofnotice. If an the indemnifying party assumes the defense of such the proceeding, (a1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent unless (iA) there is no finding or admission of any violation of law legal requirements or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it the indemnifying party does not, within fifteen (15) business 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith provided, however, 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 party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)is otherwise obligated to indemnify the indemnified party pursuant to this Section 7.07.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 9.2, 9.3 11.2 or 9.4 11.3 of written notice of a claim or the commencement by a third party of any proceeding Proceeding against itit (a “Third Party Claim”), such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall promptly give notice to the indemnifying party of the commencement thereofof such Proceeding (a “Third Party Claim Notice”). (b) If any Third Party Claim is brought against a party and such party gives Third Party Claim Notice to the indemnifying party of the commencement of the Proceeding forming the basis of the Third Party Claim, the indemnifying party shall will be entitled to participate therein in such Proceeding and, to the extent that it shall wish wishes (unless the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines is advised in good faith writing by its counsel that joint representation would be inappropriateinappropriate under applicable standards of professional conduct), or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof with counsel which is reasonably satisfactory to of such indemnified party Proceeding and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such Proceeding, the indemnifying party shall will not be liable to such the indemnified party under this Article XI for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, Proceeding subsequently incurred by such the indemnified party in connection with the defense thereofof such Proceeding. If an the indemnifying party assumes the defense of such proceedinga Proceeding, (a) no compromise or settlement thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable ’s consent unless (iA) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified partyLegal Requirements, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) . If a Third Party Claim Notice is given to the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an and the indemnifying party of the commencement of any proceeding and it does not, within fifteen ten (1510) business days after the indemnified party's notice Third Party Claim Notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to of such Proceeding, the indemnified party, the indemnifying party shall be bound by any determination made in proceed with the defense of such action or any Third Party Claim; provided, however, that no compromise or settlement thereof of such claims may be effected by the indemnified party without the indemnifying party’s consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, Affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume and at its sole cost and expense, participate in the exclusive right to defenddefense, compromise or settle settlement of such proceeding, but the indemnifying party 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 or delayed).Proceeding. 11.11

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 7.5(a) or 9.4 7.5(b) of written notice of a claim or the commencement of any proceeding against itit by a third party (not a Party or Affiliate of a Party), such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the of such claim. The failure so to notify the indemnifying party shall not within thirty (30) days of receipt of notice of the third party claim will relieve it the indemnifying party of any liability that it may have to any indemnified party, except party with respect to such claim only to the extent the indemnifying party demonstrates that is actually prejudiced by the defense of failure to provide such action timely notice. If such notice is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereoftimely given, the indemnifying party shall will be entitled to participate therein in such proceeding and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to wishes, may assume the defense thereof of such proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such proceeding, the indemnifying party shall will not be liable to such the indemnified party under this Article VII for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently proceeding incurred by after such indemnified party in connection with the defense thereofnotice. If an the indemnifying party assumes the defense of such the proceeding, (a1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent ’s Consent unless (iA) there is no finding or admission of any violation of law legal requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it the indemnifying party does not, within fifteen (15) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith provided, however, 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 party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)is otherwise obligated to indemnify the indemnified party pursuant to this Section 7.5.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under either Section 9.27.1, 9.3 or 9.4 7.2 of written notice of a claim or the commencement of any proceeding against itit by a third party, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under either such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnified party’s failure to give such notice. In case b. If any such proceeding shall be is brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such proceeding, the indemnifying party shall will be entitled to participate therein in such proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense thereof of such proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such ~ 10 ~ proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 7 for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such proceeding, other than reasonable costs of investigation. If an the indemnifying party assumes the defense of such a proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable ’s consent unless (ia) there is no finding or admission of any violation of law legal requirements or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (iib) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding and it the indemnifying party does not, within fifteen ten (1510) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified party. c. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise compromise, or settle such proceeding, but the indemnifying party shall will not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld or delayedwithheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.28.02, 9.3 8.03 or 9.4 8.04 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriatecreate a conflict of interest) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent (which consent may not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partythereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding All indemnification obligations of the foregoingparties hereto shall survive any termination of this Merger Agreement pursuant to Article IX hereof. After the Closing, if an in the case of a claim as to which Veeco or Acquisition is the indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right references in this Section 8.05 to defend, compromise or settle such proceeding, but the indemnifying party shall not be bound deemed to refer to the Stockholders' Representative to the extent that any amounts payable by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which the indemnifying party shall not be unreasonably withheld or delayed)payable from the Veeco Shares held pursuant to the Escrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 8.02 or 9.4 8.03 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriatecreate a conflict of interest) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partythereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding All indemnification obligations of the foregoingparties hereto shall survive any termination of this Agreement pursuant to Article IX hereof. After the Closing, if an in the case of a claim as to which Veeco or Acquisition is the indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right references in this Section 8.04 to defend, compromise or settle such proceeding, but the indemnifying party shall not be bound deemed to refer to the Stockholder's Committee; PROVIDED, that any amounts payable by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which the indemnifying party shall not be unreasonably withheld or delayed)payable solely from the Veeco Shares held pursuant to the Escrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 10.2 or 9.4 Section 10.3 of written notice of a claim or the commencement of any proceeding against itaction by a Third Party, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such SectionSection 10.2 or Section 10.3, as applicable, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability Liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby, subject in all events to the provisions of Section 10.1. In case any such proceeding action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled entitled, in each case at its own cost and expense, to participate therein in the defense thereof and, to the extent that it shall may wish (unless and for so long as the indemnifying party is also a party to diligently pursuing such proceeding and the indemnified party determines defense in good faith that joint representation would be inappropriate) faith, to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party. The indemnifying party andshall have full control of such defense and proceedings of a claim assumed by it pursuant to this Section 10.4, after notice from including any compromise or settlement thereof; provided, however, that the indemnifying party shall not consent to such the entry of any judgment or enter into any settlement agreement without the written consent of the indemnified party of its election so (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnifying party elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in, but not control, the defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the indemnified party and there is a conflict of interest that renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for paying for more than one separate firm of attorneys to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without represent the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation parties, regardless of the rights number of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the parties. The indemnifying party shall have no liability with respect to any compromise or settlement thereof of any action effected without its written consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does notwithheld, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 conditioned or delayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 any Assignee Indemnified Person or 9.4 Assignor Indemnified Person of written notice of a claim or the commencement of any demand, claim or proceeding against it, such indemnified party shallit by a third party, if a claim in respect thereof is to be made against Assignor under Section 4.01 or Assignee under Section 4.02, such Assignee Indemnified Person or Assignor Indemnified Person (each an indemnifying party under such Section, "Indemnified Party") shall give written notice to Assignor or Assignee, respectively (the indemnifying party "Indemnifying Party"), of the commencement thereofof such claim within 20 days of the notice of such demand, claim or proceeding, but the failure so to notify the indemnifying party shall Indemnifying Party will not relieve it the Indemnifying Party of any liability that it is may have to any indemnified partyIndemnified Party, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is or has been materially prejudiced therebyby the Indemnified Party's failure to give such notice. In case If any such proceeding shall be is brought against an indemnified party Indemnified Party and it shall give gives notice to the indemnifying party Indemnifying Party of the commencement thereofof such proceeding, the indemnifying party shall Indemnifying Party will be entitled to participate therein in such proceeding and, to the extent that it shall wish (unless wishes to assume and control the indemnifying party is also a party to defense of such proceeding and with counsel reasonably acceptable to the indemnified party determines in good faith that joint representation would be inappropriate) Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense thereof with counsel which is reasonably satisfactory to of such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofproceeding, the indemnifying party shall Indemnifying Party will not be liable to such indemnified party the Indemnified Party for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, proceeding subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, proceeding (a) no unless the Indemnifying Party is also a party to such proceeding and outside counsel for the Indemnified Party reasonably determines in good faith that joint representation would be inappropriate due to an actual or potential conflict of interest or differing defenses). No compromise or settlement thereof of such claims may be effected by the indemnifying party Indemnifying Party without the indemnified partyIndemnified Party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified partyconsent, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall Indemnifying Party will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 2 or 9.4 3 or 19 or 20 of written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with without counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified unindemnified party under such Section for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected affected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no not finding or admission of any violation of law or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; , and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partythereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party shall not be bound by any an determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayedwithheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.210.2, 9.3 10.4, or 9.4 (to the extent provided in the last sentence of written Section 10.3) Section 10.3 of notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnifying party's failure to give such notice. In case If any such proceeding shall be Proceeding referred to in Section 10.9(a) is brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate therein in such Proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such Proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 10 for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such Proceeding, other than reasonable costs of investigation. If an the indemnifying party assumes the defense of such proceedinga Proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent unless (iA) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it the indemnifying party does not, within fifteen (15) business ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such Proceeding, the indemnifying party shall will be bound by any determination made in such action Proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise compromise, or settle such proceedingProceeding, but the indemnifying party shall will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld withheld). Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or delayed)the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by (a) If any claim or demand for which an indemnifying party under Article 10 would be liable for Damages to an indemnified party under Section 9.2hereunder is overtly asserted against or sought to be collected from such indemnified party by a third party (a “Third Party Claim”), 9.3 such indemnified party shall with reasonable promptness (but in no event later than thirty (30) days after the Third Party Claim is so asserted or 9.4 sought against the indemnified party) notify in writing the indemnifying party of written notice such Third Party Claim enclosing a copy of a claim all papers served, if any, and specifying the nature of and specific basis for such Third Party Claim and the amount or the estimated amount thereof to the extent then feasible, which estimate shall not be conclusive of the final amount of such Third Party Claim (the “Claim Notice”). For this purpose the commencement of any proceeding against it, such indemnified party shall, if audit or other investigation respecting Taxes shall constitute a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified partyThird Party Claim. Notwithstanding the foregoing, if an failure to so provide a Claim Notice as provided above shall not relieve the indemnifying party from its obligation to indemnify the indemnified party determines in good faith that there is a reasonable probability with respect to any such Third Party Claim except to the extent that a proceeding may adversely affect it or its affiliates, other than as a result failure to so notify the indemnifying party in reasonably sufficient time prejudices the indemnifying party’s ability to defend against the Third Party Claim. The indemnifying party shall have thirty (30) days from delivery of monetary damages, such the Claim Notice (the “Notice Period”) to notify the indemnified party may(i) whether or not the indemnifying party disputes the liability of the indemnifying party to the indemnified party hereunder with respect to such Third Party Claim and (ii) whether or not the indemnifying party desires, by notice to at the sole cost and expense of the indemnifying party, assume to defend the exclusive right to defend, compromise or settle indemnified party against such proceeding, but the indemnifying party 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 or delayed)Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 2.1 (a) Promptly after receipt by an indemnified party under Section 9.2, 9.3 or 9.4 1 of written this Indemnification Agreement of notice of a any claim or the commencement of any proceeding against itsuch indemnified party (in either case a "Proceeding"), such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to promptly notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except and solely to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnified party's failure to give such prompt notice. In case any such proceeding shall be brought against an The indemnified party and it shall give notice to will cooperate with the indemnifying party of the commencement thereof(and its counsel and other agents and representatives), the indemnifying party shall be entitled to participate therein upon request and, to the extent that it shall wish reasonable, on an ongoing basis beginning from the date the indemnified party first receives notice (unless whether formal or otherwise) of an actual or potential third party claim. The indemnified party's duty of reasonable cooperation includes assisting in its own defense and the indemnifying party's defense (if applicable); providing pertinent information to the indemnifying party is also a party to such proceeding as reasonably requested; and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from providing the indemnifying party with access, upon reasonable request, to such indemnified party of its election so to assume the defense thereofpertinent witnesses, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceedingdocuments, in each casereal property, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified partytangible things, and (ii) the sole relief evidence; provided that such access is monetary damages that are paid used in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect a way to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice minimize disruption to the indemnified party of and its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)business.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after -------------------------------------------------- receipt of notice by an indemnified party Indemnified Party of any claim against it which, if valid, would entitle it to indemnification under Section 9.211.1, 9.3 or 9.4 of written notice of a claim or the commencement of any proceeding against it, such indemnified party shallsaid Party, if a claim in respect thereof is to be made against an indemnifying party under it desires such Sectionindemnification, shall give written prompt notice to the indemnifying party Indemnifying Party of the commencement thereofsuch claim, but the failure so to notify the indemnifying party shall Indemnifying Party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified partythe Indemnified Party, except to the extent the indemnifying party demonstrates that the defense of such action claim is or has been materially prejudiced therebyby the Indemnified Party's failure to give such prompt notice. In case any such proceeding shall be brought against an indemnified party and it shall give notice to Unless the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish Indemnifying Party (unless the indemnifying party a) is also a party to such proceeding claim and the indemnified party Indemnified Party determines in good faith that joint representation would be inappropriateinappropriate or (b) fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such claim and provide indemnification with respect to such claim, it will be entitled to participate in the defense of such claim and to the extent that it wishes to assume the defense thereof of such claim with counsel which is reasonably satisfactory to such indemnified party the Indemnified Party and, after notice from the indemnifying party Indemnifying Party to the Indemnified Party, will not, as long as it diligently conducts such indemnified party of its election so to assume the defense thereofdefense, the indemnifying party shall not be liable to such indemnified party the Indemnified Party under Section 11.1 for any fees of such other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case, case subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereofof such claim, other than reasonable costs of investigation. If an indemnifying party the Indemnifying Party assumes the defense of such proceedinga claim, (ax) it will be conclusively established for purposes of this Agreement that the claim is within the scope of and subject to indemnification; (y) no compromise or settlement thereof of such claims may be effected by the indemnifying party Indemnifying Party without the indemnified Indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified partyIndemnified Party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; Indemnifying Party and (biii) the indemnifying party shall Indemnified Party will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party Indemnifying Party of a claim and the commencement of any proceeding and it Indemnifying Party does not, within fifteen ten (1510) business days after the indemnified partyIndemnified Party's notice is given, give notice to the indemnified party Indemnified Party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such claim, the indemnifying party shall Indemnifying Party will be bound by any determination made in of such action claim, or any compromise or settlement thereof effected by the indemnified partyIndemnified Party. Notwithstanding the foregoing, if an indemnified party Indemnified Party determines in good faith that there is a reasonable probability that a proceeding claim for which it would be entitled to indemnification under this Agreement may adversely affect it or its affiliates, affiliates other than as a result of monetary damages, such indemnified party the Indemnified Party may, by notice to the indemnifying partyIndemnifying Party, assume the exclusive right to defend, compromise compromise, or settle such proceedingclaim, but the indemnifying party shall Indemnifying Party will not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld withheld). Each Indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such claim or delayed)other matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.213B, 9.3 13C or 9.4 13D (an "indemnified party") of written notice of a claim or the commencement of any proceeding against itthird-party claim that may give rise to an indemnification obligation under Section 13, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, will give written notice to each party against whom indemnity may be sought (an "indemnifying party") in writing of the commencement of such claim together with the estimated amount of such claim (if known), and the indemnifying party of or parties shall have the commencement thereof, but right to assume the failure so to notify defense (at the indemnifying party or parties' expense) of any such claim through counsel of the indemnifying party or parties own choosing by so notifying the indemnified party within 30 days of the first receipt by any indemnifying party of such notice from the indemnified party. Failure to give notice of commencement of a claim shall not relieve it of any liability that it may have to any indemnified party, affect the indemnification obligations hereunder except to the extent of actual prejudice. The indemnifying party or parties shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party demonstrates that or parties have not assumed the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified third-party and it shall give notice to claim. If the indemnifying party or parties assume such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party or parties, it being understood that the indemnifying party or parties shall control such defense. Without the consent of the commencement thereofindemnified party, the indemnifying party or parties shall be entitled to participate therein andnot consent to, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable required to agree to, the entry of any judgment or enter into any settlement unless such indemnified party for any fees judgment or settlement (i) includes as an unconditional term thereof the giving of such counsel or any other expenses a release from all liability with respect to such claim by each claimant or plaintiff to each indemnified party that is the defense subject of such proceeding, in each case, subsequently incurred by such indemnified third-party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, claim and (ii) the sole relief provided is monetary damages that are paid in full does not include a statement as to or an admission of fault, culpability or a failure to act, by the indemnifying or on behalf of an indemnified party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding a claim and it the indemnifying party does not, within fifteen (15) business 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such claim, the indemnifying party shall will be bound by any determination made in such action claim or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 8.02 or 9.4 8.03 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriatecreate a conflict of interest) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partythereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding All indemnification obligations of the foregoing, if an indemnified party determines in good faith parties hereto shall survive any termination of this Agreement pursuant to Article IX hereof; PROVIDED 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 party may, any amounts payable by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)payable solely from the Veeco Shares held pursuant to the Escrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 7.1(a) or 9.4 7.1(b) of written notice of a third party claim or the commencement of any proceeding against itit by a third party (i.e., not a Party or Affiliate of a Party to this Agreement), such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the third party claim or the commencement thereof, but of such proceeding. If the failure so indemnified party fails to notify the indemnifying party within thirty (30) days of receipt of notice of the third party claim or the commencement of a third party proceeding, then the indemnity with respect to the subject matter of such claim or proceeding shall not relieve it of any liability continue, but shall be limited to the damages that it may would have to any nonetheless resulted absent the indemnified party, except ’s failure to the extent notify the indemnifying party demonstrates that in the defense of time required above after taking into account such action is or has actions as could have been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to taken by the indemnifying party of had it received timely notice from the commencement thereofindemnified party. If such notice is timely given, the indemnifying party shall will be entitled to participate therein in such proceeding and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to wishes, may assume the defense thereof of such proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such proceeding with counsel satisfactory to the indemnified party, the indemnifying party shall will not be liable to such the indemnified party under this Article VII for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently proceeding incurred by after such indemnified party in connection with the defense thereofnotice. If an the indemnifying party assumes the defense of such the proceeding, (a1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent ’s Consent unless (iA) there is no finding or admission of any violation of law legal requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it the indemnifying party does not, within fifteen thirty (1530) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith provided, however, 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 party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed).is otherwise obligated to indemnify the indemnified party pursuant to this Section 7.1. ​

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt If a complaint, claim or legal action is brought or made by a third party (“Third Party Claim”) against any Purchaser Indemnified Party or Seller Indemnified Party (collectively, an indemnified party under Section 9.2“Indemnified Party”), 9.3 or 9.4 of the Indemnified Party shall give written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice Third Party Claim to the indemnifying party (“Indemnifying Party”) promptly after the Indemnified Party receives notice of that claim, which notice shall include a copy of any letter, complaint or similar writing received by the commencement thereofIndemnified Party; provided, but the however, that any failure so to notify the indemnifying party provide, or delay in providing, such notification shall not relieve it of any liability that it may have constitute a bar or defense to any indemnified party, indemnification except to the extent such failure has prejudiced the indemnifying party demonstrates rights or defenses of the Indemnifying Party. If the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is liable and has indemnity obligations for any Damages resulting from such Third Party Claim, the Indemnifying Party shall have the right, at its sole cost and expense, to assume the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof Third Party Claim with counsel reasonably satisfactory to the indemnified partyIndemnified Party. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume defense of the Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in defending such Third Party Claim except as provided below. If the Indemnifying Party elects to assume the defense and select counsel, the Indemnified Party may participate in the defense through its own separate counsel, but the fees and expenses of such counsel shall be bound by any determination made in such action or any compromise or settlement thereof effected paid by the indemnified partyIndemnified Party unless (i) otherwise specifically agreed in writing by the Indemnifying Party, or (ii) counsel selected by the Indemnified Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party, counsel for the Indemnifying Party cannot adequately represent both parties in defending the action (in which case the Indemnifying Party shall not have the right to direct the defense of the Third Party Claim on the Indemnified Party’s behalf). Notwithstanding the foregoing, if the resolution of any such Third Party Claim involves or relates to Taxes and could impact the Taxes or Tax position of the Indemnified Party for any Post-Closing Tax Period, the Indemnified Party shall be entitled to control the defense of such Third Party Claim. The Indemnifying Party’s failure to notify an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or Indemnified Party of its affiliates, other than as a result election to defend such Third Party Claim within twenty-one (21) days after notice of monetary damages, such indemnified party may, by notice the Third Party Claim was given to the indemnifying partyIndemnifying Party shall be deemed a waiver by the Indemnifying Party of its rights to defend the Third Party Claim, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party. If the Indemnifying Party assumes the defense of the Third Party Claim, its obligations shall include taking all steps necessary in defending the Third Party Claim and holding the Indemnified Party harmless against any and all Damages caused by or arising out of any settlement approved by the Indemnified Party or any judgment in connection with such claim or litigation. If the Indemnifying Party does not assume the exclusive right to defenddefense of the Third Party Claim, compromise the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such proceeding, but Third Party Claim without the indemnifying party shall Indemnifying Party’s prior written consent. The Indemnifying Party may not be bound by any determination withhold such consent unless it has provided security of a proceeding so defended type and in an amount reasonably acceptable to the Indemnified Party for the payment of its indemnification obligations for such Third Party Claim. The Indemnifying Party shall promptly reimburse the Indemnified Party for the Damages caused by or arising out of such settlement, or for the amount of any judgment rendered on the Third Party Claim, and for all costs and expenses the Indemnified Party reasonably incurred in defending the claim. The Indemnifying Party may settle any Third Party Claim, in its sole discretion, without the Indemnified Party’s prior written consent, provided that such settlement (i) involves only the payment of cash by the Indemnifying Party to the claimant, (ii) does not impose any other obligation on the Indemnifying Party or any compromise Liability or settlement thereof effected obligation on the Indemnified Party, (iii) releases the Indemnified Party completely in connection with such Third Party Claim, and (iv) includes a full dismissal of the litigation or proceeding against the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party may not settle any Third Party Claim that involves or relates to Taxes and could impact the Taxes or Tax position of the Indemnified Party for any Post-Closing Tax Period without its the prior written consent (which shall not be unreasonably withheld or delayed)of the Indemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 8.02 or 9.4 8.03 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partythereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, Affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayedwithheld). All indemnification obligations of the parties hereto shall survive any termination of this Agreement pursuant to Article IX hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 10.2 or 9.4 10.3 of written notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnifying party's failure to give such notice. In case If any such proceeding shall be Proceeding referred to in Section 10.7(a) is brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate therein in such Proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such Proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 10 for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such Proceeding, other than reasonable costs of investigation. If an the indemnifying party assumes the defense of such proceedinga Proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent unless (iA) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it the indemnifying party does not, within fifteen (15) business ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such Proceeding, the indemnifying party shall will be bound by any determination made in such action Proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, Affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise compromise, or settle such proceedingProceeding, but the indemnifying party shall will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld withheld). Each Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or delayed)the matters alleged therein, and agree that process may be served on such Seller with respect to such a claim anywhere in the world. Buyers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against Sellers or any of its Representatives, controlling Persons, and Affiliates for purposes of any claim that Sellers may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Buyers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 or 9.4 service of written notice of a any claim or the commencement of process by any proceeding against it, such indemnified party shall, if a claim third person in any matter in respect thereof is of which indemnity may be sought from the other party pursuant to be made against an indemnifying this Agreement, the party under such Section, give written notice to the indemnifying party in receipt of the commencement thereof, but claim (the failure so to "Indemnified Party") shall notify the indemnifying other party (the "Indemnifying Party") of the receipt thereof. Unless the Indemnifying Party shall not relieve it of any liability notify the Indemnified Party that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) elects to assume the defense of any such claim or process or settlement thereof with counsel which is (such notice to be given as promptly as reasonably satisfactory possible in view of the necessity to arrange for such indemnified party anddefense and in no event later than 10 business days following receipt of said notice), after notice from the indemnifying party to such indemnified party of its election so to Indemnified Party shall assume the defense of any such claim or process or settlement thereof, the indemnifying party . The Indemnified Party shall not be liable to such indemnified party for any fees of such counsel legal or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party expense in connection with the defense thereofof any claim or process unless the Indemnifying Party is successful in contesting its obligation to indemnify the Indemnified Party in respect of such claim or process. The defense of the Indemnified Party shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party or Indemnified Party, as the case may be, shall be advised promptly of all developments. If an indemnifying party the Indemnifying Party assumes the defense defense, the Indemnified Party will have the right to retain its own counsel, and in any event, will provide assistance to the Indemnifying Party in connection with the defenses of any such claim, but the fees and expenses of such proceeding, (a) no compromise or settlement thereof may counsel will be effected by the indemnifying party without the indemnified party's reasonable consent at its own expense unless (i) there is no finding the Indemnifying Party shall have agreed to the retention of such counsel for both the Indemnifying Party and the Indemnified Party or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed).same

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.2 or Section 9.3 or 9.4 of written notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnifying party's failure to give such notice. In case If any such proceeding shall be Proceeding referred to in Section 9.8(a) is brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate therein in such Proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such Proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 9 for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such Proceeding, other than reasonable costs of investigation. If an the indemnifying party assumes the defense of such proceedinga Proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent unless (iA) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it the indemnifying party does not, within fifteen (15) business ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such Proceeding, the indemnifying party shall will be bound by any determination made in such action Proceeding or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, Affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise compromise, or settle such proceedingProceeding, but the indemnifying party shall will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld withheld). The Parties hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or delayed)the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 8.3 or 9.4 8.4 of written notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, party except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding Proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall shall, unless the claim involves Taxes, be entitled to participate therein and, to the extent that it shall wish (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation representations would be inappropriateinappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such proceedinga Proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable ’s consent unless (i) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; party and (b) the indemnifying indemnified party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it does not, within fifteen thirty (1530) business days after the indemnified party's ’s notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partythereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such proceedingProceeding, but the indemnifying party shall not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayedwithheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party Person or Party under Section 9.2, 9.3 or 9.4 Sections 12.2 and 12.3 of written this Agreement of notice of a claim or the commencement of any proceeding against it, such indemnified party shallor Party will, if a claim in respect thereof is to be made against an indemnifying party Party under such Section, give written notice to the indemnifying party Party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action claim. If any proceeding referred to in this Section 12.6 is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party Person or Party and it shall give gives notice to the indemnifying party Party of the commencement thereofof such proceeding, the indemnifying party shall Party will be entitled to participate therein in such proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party Party is also a party to such proceeding and the indemnified party Person or Party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying Party fails to provide reasonable assurance to the indemnified Person or Party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense thereof with counsel which is reasonably satisfactory to of such indemnified party proceeding and, after notice from the indemnifying party Party to such the indemnified party Person or Party of its election so to assume the defense thereofof such proceeding, the indemnifying party shall not Party will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 12.6 for any fees of such other counsel or any other expenses with respect to the defense of such proceeding, in each case, case subsequently incurred by such the indemnified party Person or Party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by other than reasonable costs of investigation. If the indemnifying party without Party assumes the indemnified party's reasonable consent unless defense of a proceeding, (i) there is no finding or admission it will be conclusively established for purposes of any violation this Agreement that the claims made in that proceeding are within the scope of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, subject to indemnification; and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall indemnified Person or Party will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party Party of the commencement of any proceeding and it the indemnifying Party does not, within fifteen ten (1510) business days after the indemnified party's Person or Party’s notice is given, give notice to the indemnified party Person or Party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such proceeding, the indemnifying party shall Party will be bound by any determination made in such action proceeding or any compromise or settlement thereof effected by the indemnified partyPerson or Party. Notwithstanding If any indemnified Person or Party or indemnifying Party disagrees with the foregoing, if an indemnified party determines manner in good faith that there which the other is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damagesapplying this Section 12.6, such indemnified party mayshall be entitled to, by upon notice to the other, specifying in reasonable detail the basis for any such disagreement, an expedited resolution of such dispute in accordance with the procedures set forth in Section 15.5 of this Agreement. The indemnifying partyParty hereby consents to the non-exclusive jurisdiction of any court in which a proceeding is brought against any indemnified Person or Party for purposes of any claim that an indemnified Person or Party may have under this Agreement with respect to such proceeding or the matters alleged therein, assume the exclusive right to defend, compromise or settle such proceeding, but and agrees that process may be served on the indemnifying party shall not be bound by any determination of Party with respect to such a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by (a) If any Purchaser Indemnified Person or Rite Indemnified Person entitled to indemnification under this Agreement (an indemnified party under Section 9.2, 9.3 or 9.4 of written "Indemnitee") receives notice of a claim or the commencement of any proceeding Proceeding by any Person who is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against itsuch Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnitee will give such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give Indemnifying Party reasonably prompt written notice to thereof (the indemnifying party of the commencement thereof"Third Party Claim Notice"), but the failure to so to notify the indemnifying party Indemnifying Party shall not relieve it Indemnifying Party of any liability that it may have its indemnity obligations with respect to any indemnified party, except to such Third Party Claim unless the extent the indemnifying party demonstrates Indemnifying Party establishes that the defense of such action Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or has been materially prejudiced therebymay be sustained by the Indemnitee. In case Except as otherwise set forth in this Section 8.4, the Indemnifying Party will have the right to assume the defense of any such proceeding Third Party Claim at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party (which counsel shall be brought against an indemnified party and it shall give notice reasonably satisfactory to the indemnifying party Indemnitee) by giving to the Indemnitee written notice in which the Indemnifying Party acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the commencement thereofThird Party Claim Notice. The Indemnifying Party shall not be entitled to assume the defense of, and the indemnifying party Indemnitee shall be entitled to participate therein andhave sole control over, the defense or settlement of any Third Party Claim to the extent that it shall wish (unless such claim seeks an order, injunction or other equitable relief against the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation Indemnitee which, if successful, would be inappropriate) reasonably likely to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection materially interfere with the defense thereofbusiness, operations, assets, or financial condition of the Indemnitee. If an indemnifying party In the event the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnifying Party in such proceeding, (a) no compromise or settlement thereof may be effected by defense and will have the indemnifying party without right to participate in the indemnified party's reasonable consent unless (i) there is no finding or admission defense of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full Third Party Claim assisted by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party counsel of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified partyown choosing and at its own expense. Notwithstanding the foregoing, if an indemnified party determines the named parties to the Third Party Claim (including, without limitation, any impleaded parties) include both the Indemnifying Party and the Indemnitee or if the Indemnifying Party proposes that the same counsel represent both the Indemnitee and the Indemnifying Party and the Indemnitee in good faith determines that there representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnifying Party. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnifying Party is a reasonable probability that a proceeding may adversely affect it not entitled, as provided in this Section 8.4(a), to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnifying Party will be liable for all Damages paid or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice incurred in connection therewith to the indemnifying party, assume extent the exclusive right Indemnifying Party is obligated to defend, compromise or settle such proceeding, but the indemnifying party 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 or delayed)provide indemnification under this Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 9.210.2, 9.3 10.4, or 9.4 (to the extent provided in the last sentence of written Section 10.3) Section 10.3 of notice of a claim or the commencement of any proceeding Proceeding against it, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereofof such claim, but the failure so to notify the indemnifying party shall will not relieve it the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced therebyby the indemnifying party's failure to give such notice. In case (b) If any such proceeding shall be Proceeding referred to in Section lO.8(a) is brought against an indemnified party and it shall give gives notice to the indemnifying party of the commencement thereofof such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate therein in such Proceeding and, to the extent that it shall wish wishes (unless (i) the indemnifying party is also a party to such proceeding Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with counsel which is reasonably satisfactory to such the indemnified party and, after notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such Proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to such the indemnified party under this Section 10 for any fees of such other counsel or any other expenses with respect to the defense of such proceedingProceeding, in each case, case subsequently incurred by such the indemnified party in connection with the defense thereofof such Proceeding, other than reasonable costs of investigation. If an the indemnifying party assumes the defense of such proceedinga Proceeding, (ai) 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 thereof of such claims may be effected by the indemnifying party without the indemnified party's reasonable consent unless (iA) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any person Person and no effect on any other claims that may be made against the indemnified party, and (iiB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (biii) the indemnifying indemnified party shall will have no liability with respect to any compromise or settlement thereof of such claims effected without its consent (which shall not be unreasonably withheld or delayed)consent. If notice is given to an indemnifying party of the commencement of any proceeding Proceeding and it the indemnifying party does not, within fifteen (15) business ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof with counsel reasonably satisfactory to the indemnified partyof such Proceeding, the indemnifying party shall will be bound by any determination made in such action Proceeding or any compromise or settlement thereof effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding Proceeding may adversely affect it or its affiliates, affiliates other than as a result of monetary damagesdamages for which it would be entitled to indemnification under this Agreement, such the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise compromise, or settle such proceedingProceeding, but the indemnifying party shall will not be bound by any determination of a proceeding Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall may not be unreasonably withheld withheld). (d) Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or delayed).the matters alleged therein, and agree that process may be served on Shareholders with respect to such a claim anywhere in the world. 10.10

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt If a complaint, claim or legal action is brought or made by an indemnified a third party under Section 9.2("THIRD PARTY CLAIM") against any Person entitled to indemnification hereunder ("INDEMNIFIED PARTY"), 9.3 or 9.4 of the Indemnified Party shall give written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice Third Party Claim to the indemnifying party ("INDEMNIFYING PARTY") promptly after the Indemnified Party receives notice of that claim, which notice shall include a copy of any letter, complaint or similar writing received by the commencement thereofIndemnified Party; provided, but the however, that any failure so to notify the indemnifying party provide, or delay in providing, such notification shall not relieve it of any liability that it may have constitute a bar or defense to any indemnified party, indemnification except to the extent the indemnifying party demonstrates Indemnifying Party has been prejudiced; and provided further that no notice claiming indemnification may be delivered after the Survival Period. The Indemnifying Party shall have the right to assume the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If notice is given to an indemnifying party of the commencement of any proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof Third Party Claim with counsel reasonably satisfactory to the indemnified partyIndemnified Party. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume defense of the Third Party Claim, the indemnifying party Indemnifying Party shall not be bound by liable to the Indemnified Party for any determination made in such action legal or any compromise or settlement thereof effected other expenses subsequently incurred by the indemnified partyIndemnified Party in defending such Third Party Claim except provided below. Notwithstanding If the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of monetary damages, such indemnified party may, by notice Indemnifying Party elects to the indemnifying party, assume the exclusive right to defenddefense and select counsel, compromise or settle such proceedingthe Indemnified Party may participate in the defense through its own separate counsel, but the indemnifying party fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) otherwise specifically agreed in writing by the Indemnifying Party, or (ii) counsel selected by the Indemnifying Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party, counsel for the Indemnifying Party cannot adequately represent both parties in defending the action (in which case the Indemnifying Party shall not have the right to direct the defense of the Third Party Claim on the Indemnified Party's behalf). The Indemnifying Party's failure to notify an Indemnified Party of its election to defend such Third Party Claim within twenty-one (21) days after notice of the Third Party Claim was given to the Indemnifying Party shall be bound deemed a waiver by the Indemnifying Party of its rights to defend the Third Party Claim. If the Indemnifying Party assumes the defense of the Third Party Claim, its obligations shall include taking all steps necessary in defending the Third Party Claim and holding the Indemnified Party harmless against any determination and all Damages caused by or arising out of any settlement approved by the Indemnified Party or any judgment in connection with such claim or litigation. If the Indemnifying Party does not assume the defense of the Third Party Claim, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such Third Party Claim without the Indemnifying Party's prior written consent. The Indemnifying Party may not withhold such consent unless it has provided security of a proceeding so defended type and in an amount reasonably acceptable to the Indemnified Party for the payment of its indemnification obligations for such Third Party Claim. The Indemnifying Party shall promptly reimburse the Indemnified Party for the Damages caused by or arising out of such settlement, or for the amount of any judgment rendered on the Third Party Claim, and for all costs and expenses the Indemnified Party reasonably incurred in defending the claim. The Indemnifying Party may settle any Third Party Claim, in its sole discretion, without the Indemnified Party's prior written consent, provided that such settlement involves only the payment of cash by the Indemnifying Party to the claimant and does not impose any other obligation on the Indemnifying Party or any compromise liability or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed)obligation on the Indemnified Party.