Common use of Procedure for Indemnification with Respect to Third-Party Claims Clause in Contracts

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.4 and/or this Section 5.5, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor in writing of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior to within the limits of Section 5.4 and/or this Section 5.5. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party's giving notice to Party shall not pay or settle any such claim. Notwithstanding the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimforegoing, the parties hereto Indemnified Party shall make available have the right to each other all relevant information in their possession material to pay or settle any such assertion. claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty (b30) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid Indemnified Party’s notice of an Indemnifiable Claim fail a claim of indemnity hereunder that it elects to assume undertake the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimthereof, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld)contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Indemnitor. This Section 5.5 shall survive the Closing and shall not be deemed merged into the Deed or any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claimconveyance document delivered at Closing.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek which the indemnification set forth in Section 7.3 applies, which notice to be effective must describe such claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimsettlement effected without its written consent, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld); provided, settle however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or compromise any Indemnifiable Claim or consent to entry settlement and the amount of any judgment the Indemnified Party's reasonable counsel fees incurred in respect thereof unless defending such settlementclaim, compromise, or consent includes as an unconditional term thereof the giving permitted by the claimant or preceding sentence, at the plaintiff to time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release from all liability in respect of the Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such Indemnifiable Claimthird party claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser Acquisition Sub or any of its affiliates or Purchaser Acquisition Sub Indemnifiable Claims where the Indemnified Party is any of the Selling Company Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with competent and experienced counsel satisfactory subject to the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the Indemnified Party shall select another attorney, subject to the consent of Indemnifying Party, which consent shall not be unreasonably withheld, and the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "third Person shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified any matter (a “Third Party is Purchaser Claim”) that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of its affiliates any matter that may give rise to such a claim or Purchaser Indemnifiable Claims where the Indemnified wishes to make such a claim (whether or not related to a Third Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation under this Agreement unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of any such Indemnifiable Claim claim or of facts upon which any such Indemnifiable Claim will be based; litigation resulting therefrom, provided that (i) the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies counsel for the Indemnifying Parties thereof, Party who shall conduct the Indemnifying Parties will defense of such claim or litigation shall be entitled, if such Indemnifying Parties so elect by written notice delivered reasonably satisfactory to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless may participate in such assertion is in writing, and (iii) defense at such Indemnified Party’s expense. Except with the rights prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder Party, no Indemnifying Party, in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party any such claim or its affiliates against such Indemnifiable Claimlitigation, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlementor order, compromiseinterim or otherwise, or consent includes enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or the plaintiff to the such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification under this Agreement or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Indemnifiable Claimclaim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article XI and the records and personnel of each shall be reasonably available to the other with respect to such defense.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified any matter (a "Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable ClaimsClaim") resulting from the assertion that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of liability by third partiesany matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; PROVIDED that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies extent) the Indemnifying Parties thereof, Party is thereby prejudiced. (b) Any Indemnifying Party will have the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, right to assume the defense thereof with of any claim or any litigation resulting therefrom, PROVIDED that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless may participate in such assertion is in writingdefense at such Indemnified Party's expense, and (iii) the rights of the omission by any Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to as provided herein shall not relieve the foregoing unless, and, if so, only Indemnifying Party of its indemnification obligation under this Agreement except to the extent that, that such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving omission results in a failure of actual notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that and such Indemnifying Parties, within 20 days after receipt Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the aforesaid notice of an Indemnifiable Claim fail to assume Indemnified Party, no Indemnifying Party, in the defense of the Indemnified Party any such claim or its affiliates against such Indemnifiable Claimlitigation, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlementor order, compromiseinterim or otherwise, or consent includes enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or the plaintiff to the such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Indemnifiable Claimclaim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not assume the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article 11 and the records of each shall be available to the other with respect to such defense.

Procedure for Indemnification with Respect to Third-Party Claims. (ai) If any third party hereto determines to seek indemnification shall notify a Party (the party seeking such indemnification hereinafter referred to as the "“Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"”) under this Article V with respect to Company Indemnifiable Claims where any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the Indemnified “Indemnifying Party”) or if any Party is Purchaser who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or any of its affiliates wishes to make such a claim (whether or Purchaser Indemnifiable Claims where the Indemnified not related to a Third-Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall not be liable for attorneys fees relieve the Indemnifying Party from any obligation hereunder unless (and expenses incurred by then solely to the extent) the Indemnifying Party is thereby prejudiced. (ii) The Indemnifying Party will have the right to defend the Indemnified Party prior against a Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party's giving notice to Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within a reasonable time after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include all Losses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third-Party Claim involves only monetary damages and does not seek an Indemnifiable Claim. With injunction or equitable relief, (D) settlement of, or adverse judgment with respect to any assertion of liability by a third party that results the Third-Party Claim is not, in an Indemnifiable Claimthe good faith, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt reasonable judgment of the aforesaid notice Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of an Indemnifiable Claim fail to assume the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Indemnified Third-Party or its affiliates against such Indemnifiable ClaimClaim actively, diligently and completely. (iii) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 8(c)(ii), (A) the Indemnified Party or may retain separate co-counsel at its affiliates shall have sole cost and expense and participate in the right to undertake defense of the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contraryThird-Party Claim, (iB) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party will not consent to the entry of any judgment or its affiliates, enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (which will not be unreasonably withheld) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). (iv) In the event or to the extent that any of the conditions set forth in Section 8(c)(ii) is or becomes unsatisfied, settle or compromise any Indemnifiable Claim or (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim and any matter it may deem appropriate in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to its sole discretion and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable defending against the Third-Party Claim (including attorneys, fees and expenses), (C) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article 8; and (D) the Indemnifying Party shall be deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for the Indemnified Party handled the Third-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any an indemnified party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V 6 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall promptly give written notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or indemnifying party of facts upon which any such Indemnifiable Claim claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatesindemnified party, and the Indemnified Party indemnified party notifies the Indemnifying Parties indemnifying party thereof, the Indemnifying Parties indemnifying party will be entitled, if such Indemnifying Parties indemnifying party so elect elects by written notice delivered to the Indemnified Party indemnified party within 20 ten (10) business days after receiving the Indemnified Party's indemnified party’s notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such additional counsel shall be at the expense of the Indemnified Party indemnified party unless the Indemnified Party or its affiliates indemnified party shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates indemnified party and any Indemnifying Party the indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such additional counsel will be borne by such Indemnifying Partiesthe indemnifying party, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates an indemnified party to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their the indemnified party’s failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the indemnifying party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Partiesthe indemnifying party, within 20 ten (10) business days after receipt of the aforesaid notice of an Indemnifiable Claim fail a claim, fails to assume the defense of the Indemnified Party or its affiliates an indemnified party against such Indemnifiable Claimclaim, the Indemnified Party or its affiliates indemnified party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of the indemnifying party; provided, however, that indemnified party shall not settle any such Indemnifying Partiesclaim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Notwithstanding anything in this Article V 6 to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates indemnified party shall have the right to participate (at the indemnified party’s expense) in such defense, compromise, or settlement settlements, and such Indemnifying Parties the indemnifying party shall not, without the Indemnified Party's indemnified party’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed), settle or compromise any Indemnifiable Claim such claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party indemnified party a release from all liability in form and substance satisfactory to such indemnified party in respect of such Indemnifiable Claimclaim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Article V with respect Agreement otherwise becomes aware of any matter that may give rise to Company Indemnifiable Claims where the Indemnified such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party within 20 days after receiving so long as (i) the Indemnifying Party notifies the Indemnified Party's noticeParty in writing within a reasonable time after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include, to assume without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the defense thereof Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with counsel satisfactory reasonable evidence acceptable to the Indemnified Party. Notwithstanding Party that the foregoingIndemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief or involve the possibility of criminal penalties, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.3(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Claim and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall will not be adversely affected by their failure to give notice pursuant consent to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in or enter into any settlement with respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Third Party a release from all liability in respect Claim without the prior written consent of such Indemnifiable Claimthe Indemnifying Party.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "third Person shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified any matter that may give rise to a claim for indemnification against an Indemnifying Party is Purchaser (a “Third-Party Claim”) or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of its affiliates any matter that may give rise to such a claim or Purchaser Indemnifiable Claims where the Indemnified wishes to make such a claim (whether or not related to a Third-Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give promptly notify each Indemnifying Party thereof in writing, provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation under this Agreement unless (and then solely to the extent) the Indemnifying Party is prejudiced by such delay. (b) If an Indemnified Party gives notice to the Indemnifying Parties within 60 days Party pursuant to Section 9.6(a) of the Indemnified assertion of a Third-Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofClaim, the Indemnifying Parties will Party shall be entitledentitled to participate in the defense of such Third-Party Claim and, if such Indemnifying Parties so elect by written notice delivered to the Indemnified extent that it wishes (unless the Indemnifying Party within 20 days after receiving is also a Person against whom the Indemnified Party's noticeThird-Party Claim is made joint representation would be inappropriate due to conflicts of interest), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding Except with the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense prior written consent of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Party, no Indemnifying Party with respect to such Indemnifiable ClaimParty, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party any such claim or its affiliates against such Indemnifiable Claimlitigation, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlementor order, compromiseinterim or otherwise, or consent includes enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or the plaintiff to the such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article IX, and the records and personnel of each shall be reasonably available to the other with respect to such defense. With respect to any Third-Party Claim subject to indemnification under this Article IX, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and attorney work product privileges. In connection therewith, each party agrees that (i) it will use its commercially reasonable efforts, in respect of such Indemnifiable Claimany Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with Applicable Law and rules of procedure) and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or attorney work product privilege.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesIX, then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall set forth such material information with respect thereto as is then reasonably available state the amount of the claim and the relevant details thereof. (b) Any Indemnifying Party will have the right to the Indemnified Party. In case any such liability is asserted against defend the Indemnified Party or against the Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice reasonably satisfactory to the Indemnified Party so long as the Indemnifying Party notifies the Indemnified Party in writing within 20 thirty (30) business days after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party's notice, pursuant to assume the provisions of Article IX. (c) So long as the Indemnifying Party is conducting the defense thereof of the Third Party Claim in accordance with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoingSection 9.3(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in (but not control) the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writingthe Indemnifying Party (which will not be unreasonably withheld), and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). In the case of (c)(ii) or (c)(iii) above, settle or compromise any Indemnifiable Claim or such consent to judgment or settlement shall include, as an unconditional term thereof, the release of the Indemnifying Party from all liability in connection therewith. (d) If any condition set forth in Section 9.3(b) above is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment in or enter into any settlement with respect thereof unless such settlementto, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to Third Party Claim and any matter it may deem appropriate and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable Claimdefending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article IX.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Article V with respect Agreement otherwise becomes aware of any matter that may give rise to Company Indemnifiable Claims where the Indemnified such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief or involve the possibility of criminal penalties, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.5(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). (d) In the event or to the extent that any of the conditions set forth in Section 12.5(b) above is or becomes unsatisfied, settle or compromise any Indemnifiable Claim or however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim and any matter it may deem appropriate in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to its sole discretion and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable defending against the Third Party Claim (including attorneys' fees and expenses) and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 12; and (iv) the Indemnifying Party shall be deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for the Indemnified Party handled the Third Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "“Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"”) under this Article V with respect to Company Indemnifiable Claims where any matter (a “Third Party Claim”) that may give rise to a claim for indemnification against any other party to this Agreement (the Indemnified “Indemnifying Party”) or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys’ fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which consent will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified any matter (a "Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable ClaimsClaim") resulting from the assertion that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of liability by third partiesany matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief or involve the possibility of criminal penalties, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.5(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). (d) In the event or to the extent that any of the conditions set forth in Section 11.5(b) above is or becomes unsatisfied, settle or compromise any Indemnifiable Claim or however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim and any matter it may deem appropriate in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to its sole discretion and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable defending against the Third Party Claim (including attorneys' fees and expenses), (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 11, and (iv) the Indemnifying Party shall be deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for the Indemnified Party handled the Third Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines notifies the Indemnified Party with respect to seek any matter that may give rise to a claim for indemnification (against the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") Party under this Article V with respect to Company Indemnifiable Claims where 10, then the Indemnified Party is Purchaser or will notify the Indemnifying Party thereof promptly and in any event within 30 days after receiving any written notice from a third party; provided that no delay on the part of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is any prejudiced thereby. Once the Indemnified Party has given notice of the Selling Shareholders (such Claims shall be referred matter to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesIndemnifying Party, the Indemnified Party shall give notice to may defend against the matter in any manner it reasonably may deem appropriate. In the event the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 30 days after receiving the date the Indemnified Party's notice, to assume Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof of such matter (a) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (ib) the Indemnified Party or may retain separate counsel at its affiliates shall also have sole cost and expense (except that the right to employ its own counsel in any such case, but Indemnifying Party will be responsible for the fees and expenses of such separate co-counsel shall be at to the expense of extent the Indemnified Party unless concludes in good faith that the counsel the Indemnifying Party has selected has a conflict of interest), (c) the Indemnified Party will not consent to the entry of a judgment or enter into any settlement with respect to the matter, or take any measure that imposes any burden or encumbrance upon the conduct of the Indemnified Party or its affiliates shall reasonably determine operations, without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), (d) the Indemnifying Party will not consent to the entry of a judgment with respect to the matter or enter into any settlement that there is does not include a conflict of interest between provision whereby the plaintiff or among claimant in the matter releases the Indemnified Party or its affiliates and any Indemnifying Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to such Indemnifiable Claimbe withheld or delayed unreasonably), in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (iie) the Indemnified Party shall have no obligation the right to give attend, at its own expense, any notice of any assertion of liability by a third party unless such assertion is in writingmeetings relating to, and (iii) the rights to receive upon request copies of the Indemnified Party all correspondence, reports or its affiliates to be indemnified hereunder in respect other documents submitted or received by or on behalf of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimconnection with, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Partiesmatter. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any indemnified party hereto hereunder determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Section 11 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Losses resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall give notice to the Indemnifying Parties indemnifying party hereunder within 60 30 days of the Indemnified Party such indemnified party becoming aware of any such Indemnifiable Claim Losses or of facts upon which any claim for such Indemnifiable Claim Losses will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatessuch indemnified party, and the Indemnified Party such indemnified party notifies the Indemnifying Parties indemnifying party thereof, the Indemnifying Parties indemnifying party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party such indemnified party within 20 10 days after receiving the Indemnified Partysuch indemnified party's notice, to assume the defense thereof with counsel satisfactory to such indemnified party, in which case, the Indemnified Partyindemnifying party will not be liable to the indemnified party under this Section 11.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the following sentence or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates such indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party such indemnified party unless the Indemnified Party or its affiliates such indemnified party shall reasonably determine that there is a conflict of interest between or among such indemnified party and the Indemnified Party or its affiliates and any Indemnifying Party indemnifying party with respect re- spect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Partiesthe indemnifying party, (ii) the Indemnified Party such indemnified party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates such indemnified party to be indemnified hereunder in respect of Indemnifiable Claims resulting any Losses that may or do result from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the indemnifying party is materially prejudiced thereby; provided, however, and (iv) the Indemnifying Party indemnifying party's obligations to such indemnified party under this Section 11 shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior terminate until such indemnified party's claims have been finally satisfied to the Indemnified Partysuch indemnified party's giving notice to the Indemnifying Party of an Indemnifiable Claimsole satisfaction. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Partiesthe indemnifying party, within 20 10 days after receipt of the aforesaid notice of an Indemnifiable Claim fail a claim hereunder, fails to assume the defense of the Indemnified Party or its affiliates such indemnified party against such Indemnifiable Claimclaim, the Indemnified Party or its affiliates such indemnified party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) the indemnifying party. Notwithstanding anything in this Article V Section 11 to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim a claim may materially adversely affect the Indemnified Party or its affiliatessuch indemnified party, the Indemnified Party or its affiliates such indemnified party shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties the indemnifying party shall not, without the Indemnified Partysuch indemnified party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim of such claims, or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party such indemnified party a release from all liability in respect of such Indemnifiable Claimclaim. With respect to any assertion of liability by a third party that results in any claim for indemnification hereunder, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 10.2 applies, which notice to be effective must describe such claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the . The rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the . The Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake control the defense, compromise, defense or settlement of any such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V subject to the contraryprovisions set forth below, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its affiliatessole cost and expense. Should the Indemnifying Party fail timely to defend any such action (except for failure resulting from the Indemnified Party's failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), may settle or compromise any Indemnifiable Claim defend such action or consent to entry proceeding through counsel of any judgment in respect thereof unless its own choosing and may recover from the Indemnifying Party, by disbursement from the Escrow or otherwise, the amount of such settlement, compromisedemand, or consent includes as an unconditional term thereof the giving by the claimant any judgment or the plaintiff to the Indemnified Party a release from decree and all liability in respect of such Indemnifiable Claimits costs and expenses, including reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The obligations and liabilities of any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such which indemnification is sought is hereinafter referred to as the "(“Indemnifying Party"”) under this Article V hereunder with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure subject to the following terms and conditions: a. Any party seeking indemnification hereunder (“Indemnified Party”) agrees to give prompt written notice pursuant to any Indemnifying Party of any claim by a third-party which might give rise to a claim based on the foregoing unlessindemnity agreements contained in Sections 13.1 and 13.2 hereof, andstating the nature and basis of said claim and the amount thereof, if so, only to the extent thatknown. The Indemnifying Party shall satisfy its obligation to indemnify the Indemnified Party under this Section 13 within thirty (30) days after receipt of the foregoing notice unless the Indemnifying Party shall have elected to defend in good faith such claim as provided in subsection (b) hereof. Notwithstanding the foregoing, such the Buyer may exercise its right of off-set under the Promissory Note after providing Seller with ten (10) days prior written notice. b. In the event the Indemnified Party shall notify the Indemnifying Parties are materially prejudiced thereby; provided, howeverParty of any claim pursuant to subsection (a) hereof, the Indemnifying Party shall not be liable have the right to elect to defend such claim (including all actions, suits, proceeding and all proceedings on appeal or for attorneys fees and expenses incurred by review which counsel deem appropriate) with counsel reasonably satisfactory to the Indemnified Party prior by written notice to the Indemnified Party's giving notice Party within thirty (30) days after receipt of such notice. The Indemnified Party shall make available to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other and its attorneys and accountants all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense books and records of the Indemnified Party relating to such proceedings or its affiliates against litigation, and the parties hereto agree to render to each other such Indemnifiable Claimassistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. c. So long as the Indemnifying Party is defending in good faith any such claim, the Indemnified Party shall not compromise or its affiliates shall have the right to undertake the defense, compromise, or settlement of settle such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall notclaim, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable ClaimIndemnifying Party.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 45 calendar days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 calendar days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such that the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, compromise or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section 8.4 to the contrary, the Indemnifying Party will not be entitled to assume control of the defense of an Indemnifiable Claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if: (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party reasonably believes that an adverse determination of such proceeding could be detrimental to or its affiliates, injure the Indemnified Party's reputation or future business prospects; (ii) the Indemnified Party reasonably believes that there exists or its affiliates shall have could arise a conflict of interest which, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the right to participate Indemnified Party and the Indemnifying Party in such defenseproceeding; (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend vigorously such claim; or (iv) the amount of such indemnification claim, compromisetogether with the amount of all other pending indemnification claims made by the Indemnified Party, as reasonably estimated in good faith in each case by the Indemnified Party in its reasonable discretion, exceeds the then remaining balance of any funds or settlement and such securities held pursuant to the Escrow Agreement. (d) The Indemnifying Parties Party shall not, without the such Indemnified Party's prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof of any Indemnifiable Claim unless such settlement, compromise, compromise or consent includes includes, as an unconditional term thereof term, the giving by the claimant or the plaintiff to the such Indemnified Party (and all its affiliates) a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article IX applies, which notice to be effective must describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest, in the written opinion of counsel to the Indemnified Party , which opinion and counsel are reasonably satisfactory to the Indemnifying Party, that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable Claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimsettlement solely for monetary damages effected without its written consent, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld); provided, settle however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or compromise any Indemnifiable Claim or consent to entry settlement and the amount of any judgment the Indemnified Party's reasonable counsel fees incurred in respect thereof unless defending such settlementclaim, compromise, or consent includes as an unconditional term thereof the giving permitted by the claimant or preceding sentence, at the plaintiff to the Indemnified Party a release from all liability in respect of time such Indemnifiable Claimconsent is unreasonably withheld.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "third Person shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders matter (such Claims shall be referred to herein as a "Indemnifiable ClaimsTHIRD PARTY CLAIM") resulting from the assertion that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of liability by third partiesany matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of any such Indemnifiable Claim claim or of facts upon which any such Indemnifiable Claim will be based; litigation resulting therefrom, provided that (i) the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies counsel for the Indemnifying Parties thereof, Party who shall conduct the Indemnifying Parties will defense of such claim or litigation shall be entitled, if such Indemnifying Parties so elect by written notice delivered reasonably satisfactory to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless may participate in such assertion is in writing, and (iii) defense at such Indemnified Party's expense. Except with the rights prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder Party, no Indemnifying Party, in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party any such claim or its affiliates against such Indemnifiable Claimlitigation, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlementor order, compromiseinterim or otherwise, or consent includes enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or the plaintiff to the such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Indemnifiable Claimclaim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this ARTICLE XI and the records and personnel of each shall be reasonably available to the other with respect to such defense.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Third Party shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified any matter (a “Third Party is Purchaser Claim”) that may give rise to a claim for indemnification against an Indemnifying Party or if any Party who may make a claim for indemnification under this Agreement otherwise becomes aware of its affiliates any matter that may give rise to such a claim or Purchaser Indemnifiable Claims where the Indemnified wishes to make such a claim (whether or not related to a Third Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify the Seller and/or the Majority Member, as applicable (collectively, the “Indemnifying Parties within 60 days Party”) thereof in writing; provided, that no delay on the part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby materially prejudiced. Such notice shall set forth such material information with respect thereto as is then reasonably available describe in reasonable detail the circumstances giving rise to the Indemnified Party. In case any such liability is asserted against claim and specify the Indemnified amount of the claim (or an estimate thereof). (b) The Indemnifying Party or its affiliateswill assume the defense of the relevant Proceeding, and provided that (i) the Indemnified Party notifies counsel for the Indemnifying Parties thereof, Party who shall conduct the Indemnifying Parties will defense of such claim or litigation shall be entitled, if such Indemnifying Parties so elect by written notice delivered reasonably satisfactory to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation may participate in such defense at such Indemnified Party’s expense; provided, further, that, if the named persons to give any notice of any assertion of liability by a third party unless such assertion is in writing, lawsuit or other legal action include both the Indemnifying Party and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior has been advised by counsel that there may be one or more legal defenses available to the such Indemnified Party's giving notice Party that are different from or additional to those available to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable ClaimParty, the Indemnified Party or its affiliates shall have be entitled, at the right to undertake the defenseIndemnifying Party’s cost, compromise, or settlement of such action on behalf of risk and for the account, expense, and risk to retain one firm of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to separate counsel of its own choosing. Except with the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without prior written consent of the Indemnified Party's written consent (which consent , no Indemnifying Party, in the defense of any such claim or litigation, shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlementor Order, compromiseinterim or otherwise, or consent includes enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or the plaintiff to the such Indemnified Party of a release from all liability in with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days of notice thereof or fails to diligently prosecute the defense of such Indemnifiable Claimmatter, the Indemnified Party shall have the full right to defend against any such claim or demand, at the Indemnifying Party’s cost, risk and expense, and shall be entitled to settle such claim or demand with the prior written consent of the Indemnifying Party, not to be unreasonably withheld. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any Proceeding subject to this ARTICLE V and the records of each shall be available to the other with respect to such defense (subject to their preservation of attorney-client privilege).

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any an indemnified party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under Section 4.2 or this Article V 6 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the ----------- assertion of liability by third parties, the Indemnified Party such indemnified party shall promptly give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or indemnifying parties of facts upon which any such Indemnifiable Claim will be claim is based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatesindemnified party, and the Indemnified Party indemnified party notifies the Indemnifying Parties indemnifying parties thereof, the Indemnifying Parties indemnifying parties will be entitled, if such Indemnifying Parties indemnifying parties so elect by written notice delivered to the Indemnified Party indemnified party within 20 fifteen days after receiving the Indemnified Partyindemnified party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party indemnified party unless the Indemnified Party or its affiliates shall reasonably determine it is determined that there is a conflict of interest between or among the Indemnified Party or its affiliates indemnified party and any Indemnifying Party indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, indemnifying parties and (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates an indemnified party to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties indemnifying parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionassertion and shall undertake such further cooperation as is reasonably required to defend against such third-party claim. (b) In the event that such Indemnifying Partiesindemnifying parties, within 20 fifteen days after receipt of the aforesaid notice of an Indemnifiable Claim a claim, fail to assume the defense of the Indemnified Party or its affiliates an indemnified party against such Indemnifiable Claimclaim, the Indemnified Party or its affiliates indemnified party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Partiesindemnifying parties. (c) Notwithstanding anything in this Article V 6 to the contrary, (i) --------- if there is a reasonable probability that an Indemnifiable Claim a claim may materially adversely affect the Indemnified Party or its affiliatesan indemnified party, the Indemnified Party or its affiliates indemnified party shall have the right to participate (at the indemnified party's expense) in such defense, compromise, or settlement and such Indemnifying Parties indemnifying parties shall not, without the Indemnified Partyindemnified party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim such claim or consent to entry of any judgment in respect thereof unless thereof. If the indemnifying parties notify the indemnified party that they wish to accept a bona fide written offer to settle or compromise from any such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party (which offer includes a release of the indemnified party from all liability in respect of such Indemnifiable Claimclaim), and the indemnified party does not consent to such settlement or compromise, the indemnifying parties shall not be liable under this Section 6.6 for the amount by which any Losses ----------- from any subsequent settlement, compromise or judgment with respect to such claim exceeds such bona fide written offer (or for any legal fees and other related fees incurred after such time), provided, however, that, if one or more of the Shareholders is the indemnifying party and PETsMART or any of the Affiliated Parties is the indemnified party, the provisions of this sentence shall not apply unless, at the time the indemnifying parties give notice of their desire to accept a bona fide written offer, all such indemnifying parties (i) acknowledge in writing to PETsMART that PETsMART and the Affiliated Parties are entitled unconditionally to indemnification under this Agreement by the Shareholders for such settlement or compromise and (ii) provide to PETsMART evidence reasonably satisfactory to PETsMART that such parties have the financial ability to satisfy any liability resulting from such settlement or compromise. (d) In the event PETsMART is an "indemnified party" with respect to a third party claim for which it seeks recourse against the Escrow Consideration and a settlement or judgment is reached with respect to such claim, such indemnified party shall promptly give written notice thereof to the Shareholders' Representative and the Escrow Agent, including in such notice a brief description of the settlement or judgment and the amount thereof. If the Shareholders' Representative objects to the allowance of any such claims, it shall give written notice to such indemnified party and the Escrow Agent within twenty days following receipt of such notice of claim, advising such indemnified party and the Escrow Agent that it does not consent to the delivery of any or a portion of the Escrow Consideration out of escrow to such indemnified party for application to such claims. If no such written notice is timely provided by the Shareholders' Representative to such indemnified party and received by the Escrow Agent within twenty days following the Shareholders' Representative's receipt of PETsMART's notice of claim, the Escrow Agent shall, within five (5) business days after the expiration of the prior twenty day notice period, deliver out of escrow the lesser of: (a) that portion of the Escrow Consideration most nearly equal in value to the amount of the claim or claims thus to be satisfied, or (b) all of the Escrow Consideration. If the Shareholders' Representative notifies such indemnified party and the Escrow Agent receives such written notice within the foregoing twenty day period that the Shareholders' Representative objects to such application of the Escrow Consideration, the Escrow Agent shall hold the Escrow Consideration in escrow until the rights of the Shareholders and such indemnified party with respect thereto have been agreed upon between the Shareholders' Representative and such indemnified party or until such rights are finally determined in accordance with the Escrow Agreement and the Escrow Agent receives written notice accordingly. If any distribution referred to in this Section 6.6 involves less than all of ----------- the Escrow Consideration, it shall be allocated pro rata against the Escrow Consideration therein based on the Escrow Consideration beneficially owned by each Shareholder (unless the claim made is based on an inaccuracy or breach of a representation or warranty contained in Article 2A of this Agreement, in which case the allocation distribution of the Escrow Consideration shall be determined in accordance with Section 6.2(b)). -------------- (e) Notwithstanding anything to the contrary in this Article 6 except for Section 6.2(a)(ii) and Section 6.2(b)(i), (i) the first One Hundred Thousand Dollars ($100,000) of any and all attorney's fees arising out of the defense of any claim, demand, suit or cause of action alleging that the use by Acme or the contemplated use by PETsMART of the Acmepet name (or any derivation thereof) infringes any rights of a third party shall be borne by the Shareholders, and thereafter, the remainder of all such fees shall be borne equally by the Shareholders, on the one hand, and PETsMART, on the other hand, and (ii) such claim, demand, suit or cause of action shall be defended by counsel who is mutually and reasonably acceptable to the Shareholders, on the one hand, and PETsMART, on the other hand.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any The liabilities and obligations of the party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such which indemnification is sought is hereinafter referred to as hereunder (the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") claims resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure subject to the following terms and conditions: (a) Any Seller's Indemnified Party or Buyer's Indemnified Party (collectively, the "Indemnified Parties") seeking indemnification hereunder agrees to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving prompt written notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability claim by a third party that results which might give rise to a claim based on the indemnity agreements contained in an Indemnifiable ClaimSections 15.1 and 15.2 hereof, stating the parties hereto nature and basis of said claim and the amount thereof, to the extent known. The Indemnifying Party shall make available satisfy its obligation to each other all relevant information indemnify the Indemnified Party under this Section 15 within 30 days after receipt of the foregoing notice unless the Indemnifying Party shall have elected to defend in their possession material to any good faith such assertionclaim as provided in subsection (b) hereof. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimshall notify the Indemnifying Party of any claim pursuant to subsection (a) hereof, the Indemnified Indemnifying Party or its affiliates shall have the right to undertake elect to defend such claim (including all actions, suits, proceedings and all proceedings on appeal or for review which counsel deem appropriate), with counsel reasonably satisfactory to the defense, compromise, or settlement Indemnified Party by written notice to the Indemnified Party within 30 days after receipt of such action on behalf notice. The Indemnified Party shall make available to the Indemnifying Party and its attorneys and accountants all books and records of and for the account, expenseIndemnified Party relating to such proceedings or litigation, and risk the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such Indemnifying Partiesaction, suit or proceeding. (c) Notwithstanding anything So long as the Indemnifying Party is defending in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliatesgood faith any such claim, the Indemnified Party shall not compromise or its affiliates shall have settle such claim, without the right to participate in such defense, compromise, or settlement and such written consent of the Indemnifying Parties Party. The Indemnifying Party shall not, without except with the consent of the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise enter into any Indemnifiable Claim settlement or consent to entry of any judgment in respect thereof unless such settlement, compromise, that provides for injunctive or consent includes other non-monetary relief affecting the Indemnified Party or does not include as an unconditional term thereof the giving by the claimant person or persons asserting such claim to all Indemnified Parties (i.e., the Seller's Indemnified Parties or the plaintiff to Buyer's Indemnified Parties, as the Indemnified Party a case may be) of an unconditional release from all liability in with respect to such claim or consent to entry of such Indemnifiable Claimany judgment.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any a claim by a third party hereto determines is made against either of the parties hereto, and if either of such parties intends to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information indemnity with respect thereto as is then reasonably available under this Section 11.4, such party shall promptly notify the other party of such claim. The indemnifying party shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnified Party. In case any consent of the indemnified party, such liability is asserted against consent not to be unreasonably withheld or delayed) and at its expense, the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof indemnified party shall cooperate with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, it in connection therewith; provided that: (i) the Indemnified Party indemnifying party shall not thereby permit to exist any lien, encumbrance or its affiliates other adverse charge upon any asset of any indemnified party; (ii) the indemnifying party shall also have permit the right indemnified party to employ its own participate in such settlement or defense through counsel in any such casechosen by the indemnified party, but provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified party within the limits of this Section 11.4 and Section 11.2 or Section 11.3, as the case may be. As long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event they shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within thirty days after receipt of the indemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionindemnifying party. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") 6 resulting from the assertion of liability by any third partiesparty (including any Governmental Authority), it shall promptly deliver a certificate to the Indemnifying Party signed by the Indemnified Party shall give notice (a “Claim Notice”) stating that Damages exist with respect to indemnification obligations of the Indemnifying Party set forth in this Article 6, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, accrued or alleged, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. The failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Parties within 60 days Party demonstrates that the defense of the Indemnified such Third-Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to prejudiced by the Indemnified Party’s failure to deliver such Claim Notice promptly as required above, or the Claim Notice is delivered after the expiration of the survival periods set forth in Section 6.1 above. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability in a timely fashion, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 thirty (30) days after receiving the Indemnified Party's noticeClaim Notice, to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding , unless the foregoing, (i) Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to assume such defense. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his or its affiliates own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall also have the right be entitled to employ its own counsel participate in any such case, but the fees and expenses of such defense with separate counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect if so requested by the Indemnifying Party to such Indemnifiable Claim, in which case the fees participate; and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, howeverfurther, that the Indemnifying Party shall not be liable required to pay for attorneys fees and expenses incurred by the more than one such counsel for all Indemnified Parties in connection with any Third Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertionassertion and otherwise cooperate in the defense of the Indemnifiable Claim. (b) In If the event that Indemnifying Party disputes its liability with respect to such Indemnifying Partiesclaim, it shall, within 20 sixty (60) days after receipt receiving the Claim Notice with respect to such claim, give written notice of such dispute to the Indemnified Party, in which event the parties will endeavor in good faith to agree to resolve such dispute. If the parties are unable to resolve the claim within sixty (60) days after the Indemnifying Party delivers such notice, then each of the aforesaid notice of an Indemnifiable Claim fail parties shall be entitled to assume pursue all available remedies to prosecute the defense of the Indemnified Party or its affiliates against such alleged Indemnifiable Claim. Pending resolution of any such dispute, the Indemnified Party or its affiliates shall have the right to undertake defend, compromise or settle such Indemnifiable Claim at the defenserisk of the Indemnifying Party, compromise, or settlement but only to the extent that it is determined that the Indemnified Party is entitled to indemnification from the Indemnifying Party for such claim under this Article 6 and only if the Indemnifying Party has not assumed the defense of such action claim pursuant to Section 6.5(a). Notwithstanding anything in this Section 6.5 to the contrary, in the event the Indemnified Party shall in good faith determine that any claim subject to indemnification hereunder would reasonably be expected to have a material and adverse affect on behalf the Indemnified Party’s relationship with any Governmental or Regulatory Authority or the Indemnified Party’s ability to conduct business, in each case resulting in a Material Adverse Effect, other than as a result of money damages or other money payments, then the Indemnified Party shall have the right, at the cost and for expense of the accountIndemnifying Party, expenseto defend, and risk of compromise or settle such Indemnifying PartiesIndemnifiable Claim. (c) Notwithstanding anything in this Article V to The party controlling the contrary, defense of any such action (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect shall keep the Indemnified Party or its affiliatesother party informed of the status of such action and the defense thereof, and shall consider recommendations made by the Indemnified Party or its affiliates other party with respect thereto, (ii) shall have the right to participate in not settle any such defense, compromise, or settlement and such Indemnifying Parties shall not, action without the Indemnified Party's prior written consent (of the other party which consent shall not be unreasonably withheld), settle conditioned or compromise any Indemnifiable Claim or delayed, and (iii) shall not consent to entry of any judgment in respect thereof unless such settlementor enter into any settlement that (A) provides for injunctive or other non-monetary relief affecting the other party, compromise, or consent includes (B) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party other party and its Affiliates a release from all liability in respect of such Indemnifiable Claimclaim, or (C) includes a finding or admission by the Seller or the Purchaser, or their Affiliates, of any violation of applicable Laws or any violation of the rights of any Person.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Article V with respect Agreement otherwise becomes aware of any matter that may give rise to Company Indemnifiable Claims where the Indemnified such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, so long as (i) the Indemnified Indemnifying Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of notifies the Indemnified Party unless in writing within a reasonable time after the Indemnified Party or its affiliates shall reasonably determine has given notice of the Third Party Claim that there is a conflict of interest between or among the Indemnifying Party will indemnify the Indemnified Party or its affiliates from and against the entirety (except for applicable baskets and deductibles) of any Indemnifying adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party with respect to such Indemnifiable Claimmay suffer resulting from, arising out of, relating to, in which case the fees and expenses of such counsel will be borne nature of, or caused by such Indemnifying Partiesthe Third Party Claim, (ii) the Indemnified Indemnifying Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of provides the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff with evidence acceptable to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder,

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Seller Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders Seller (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 fifteen (15) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys attorneys' fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 fifteen (15) days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesVIII, then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall set forth such material information with respect thereto as is then reasonably available state the amount of the claim and the relevant details thereof. (b) Any Indemnifying Party will have the right to the Indemnified Party. In case any such liability is asserted against defend the Indemnified Party or against the Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 fifteen days after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party pursuant to the provisions of Article VIII, as applicable, from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.3(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in (but not control) the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writingthe Indemnifying Party (which will not be unreasonably withheld), and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). In the case of (c)(ii) or (c)(iii) above, settle or compromise any Indemnifiable Claim or such consent to judgment or settlement shall include, as an unconditional term thereof, the release of the Indemnifying Party from all liability in connection therewith. (d) If the conditions set forth in Section 8.3(b) above are or become unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment in or enter into any settlement with respect thereof unless such settlementto, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to Third Party Claim and any matter it may deem appropriate and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable Claimdefending against the Third Party Claim (including attorneys' fees and expenses) and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Buyer Indemnified Party, on the one hand, or Seller Indemnified Party, on the other hand (as applicable, an “Indemnified Party”) determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V 8 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") indemnifiable claims resulting from the assertion of liability by third partiesparties (a “Third Party Claim”), the Indemnified Party it shall give notice to the other party (the “Indemnifying Parties Party”) within 60 45 days of the such Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon indemnifiable claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such indemnifiable claim as is then reasonably available to the such Indemnified Party. In case If any such liability is asserted against the an Indemnified Party or its affiliates, and the such Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party within 20 15 business days after receiving the such Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such asserted liability with counsel satisfactory to the such Indemnified Party; provided, however, that if the Indemnifying Party assumes such defense, the Indemnifying Party shall be deemed to have accepted such claim as a valid indemnifiable claim. Notwithstanding the foregoing, : (i) the such Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne payable by such Indemnifying Parties, Indemnified Party; (ii) the such Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the such Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims indemnifiable claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto Parties shall make available to each other all relevant information in their possession that is material to any such assertion. (b) In the event that such the Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Party fails to assume the defense of the an Indemnified Party or its affiliates against any such Indemnifiable Claimindemnifiable claim within the Response Period, the Indemnified Party or its affiliates shall have the right to undertake the defensedefend, compromisecompromise or settle such indemnifiable claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section 8.6 to the contrary, the Indemnifying Party will not be entitled to assume control of the defense of an indemnifiable claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if: (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party reasonably believes that an adverse determination of such proceeding could be detrimental to or its affiliates, injure the Indemnified Party’s reputation or future business prospects; (ii) the Indemnified Party reasonably believes that there exists or its affiliates shall have could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the right to participate Indemnified Party and the Indemnifying Party in such defense, compromise, proceeding or settlement and (iii) a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend diligently such claim. (d) The Indemnifying Parties Party shall not, without the such Indemnified Party's ’s prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim indemnifiable claim or consent to entry of any judgment in respect thereof of any indemnifiable claim unless such settlement, compromise, compromise or consent includes involves only the payment of money and includes, as an unconditional term thereof term, the giving by the claimant or the plaintiff to the such Indemnified Party a (and its subsidiaries and Affiliates) an unconditional release from all liability in respect of such Indemnifiable Claimindemnifiable claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any an indemnified party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V 6 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall promptly give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or indemnifying parties of facts upon which any such Indemnifiable Claim will be claim is based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatesindemnified party, and the Indemnified Party indemnified party notifies the Indemnifying Parties indemnifying parties thereof, the Indemnifying Parties indemnifying parties will be entitled, if such Indemnifying Parties indemnifying parties so elect by written notice delivered to the Indemnified Party indemnified party within 20 fifteen (15) business days after receiving the Indemnified Partyindemnified party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party indemnified party unless the Indemnified Party or its affiliates indemnified party shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates indemnified party and any Indemnifying Party indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, indemnifying parties and (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates an indemnified party to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties indemnifying parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Partiesindemnifying parties, within 20 fifteen (15) business days after receipt of the aforesaid notice of an Indemnifiable Claim a claim, fail to assume the defense of the Indemnified Party or its affiliates an indemnified party against such Indemnifiable Claimclaim, the Indemnified Party or its affiliates indemnified party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Partiesindemnifying parties. (c) Notwithstanding anything in this Article V 6 to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim a claim may materially adversely affect the Indemnified Party or its affiliatesan indemnified party, the Indemnified Party or its affiliates indemnified party shall have the right to participate (at the indemnified party's expense) in such defense, compromise, or settlement and such Indemnifying Parties indemnifying parties shall not, without the Indemnified Partyindemnified party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim such claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party indemnified party a release from all liability in form and substance satisfactory to such indemnified party in respect of such claim. If the indemnifying parties notify the indemnified party that they wish to accept a bona fide written offer to settle or compromise from any such claimant or plaintiff (which offer includes a release of the indemnified party from all liability in respect of such Indemnifiable Claimclaim), and the indemnified party does not consent to such settlement or compromise, the indemnifying parties shall not be liable under this Section 6.6 for the amount by which any Losses from any subsequent settlement, compromise or judgment with respect to such claim exceeds such bona fide written offer; provided, however, that, if one or more of the Shareholders is the indemnifying party and Quarterdeck or any of the Affiliated Parties is the indemnified party, the provisions of this sentence shall not apply unless, at the time the indemnifying parties give notice of their desire to accept a bona fide written offer, all such indemnifying parties (i) acknowledge in writing to Quarterdeck that Quarterdeck and the Affiliated Parties are entitled unconditionally to indemnification under this Agreement by the Shareholders for such settlement or compromise and (ii) provide to Quarterdeck evidence reasonably satisfactory to Quarterdeck that such parties have the financial ability to satisfy any liability resulting from such settlement or compromise. (d) In the event Quarterdeck is an "indemnified party" with respect to a third party claim for which it seeks recourse against the Escrow Consideration and a settlement or judgment is reached with respect to such claim, such indemnified party shall promptly give written notice thereof to the Committee and the Escrow Agent, including in such notice a brief description of the settlement or judgment and the amount thereof. If the Committee objects to the allowance of any such claims, it shall give written notice to such indemnified party and the Escrow Agent within thirty

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification Purchaser or its Affiliates or Shareholders (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") determines to seek indemnification under this Article V VIII with respect to Company Indemnifiable Identifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 30 days of the Indemnified Party becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 30 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party (and if such Indemnifying Parties so assume such defense, such Indemnified Parties or affiliates thereof shall not compromise or settle such Identifiable Claim without the prior consent of the Indemnifying Party). Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writingParty, and (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Identifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Identifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Identifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) The Indemnified Party will cooperate in the defense of any Identifiable Claim and will provide full access to documents, assets, properties, books and records and will make available all officers, directors and employees for investigation, depositions and trial. (c) In the event that such Indemnifying Parties, within 20 60 days after receipt of the aforesaid notice of an Indemnifiable Claim Identifiable Claim, fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Identifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (cd) Notwithstanding anything in this Article V VIII to the contrary, (i) if there is a reasonable probability that an Indemnifiable Identifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Identifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Indemnifiable Identifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto an Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third partiesparties (a “Third Party Claim”), the such Indemnified Party shall promptly give written notice to the Indemnifying Parties within 60 days Party of such Third Party Claim and the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Third Party Claim will be is based; the , which notice shall set forth such material information with respect thereto as is then reasonably available to such Indemnified Party (together with a copy of all complaints, pleadings, communications, or other written notices provided by the third party in such Third Party Claim, subject to the attorney-client privilege); provided that failure to give such notice shall not affect the Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. In case any The Indemnifying Party will be entitled to assume the defense of such liability is asserted against Third Party Claim at its own expense with counsel reasonably satisfactory to the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitledParty, if such Indemnifying Parties Party so elect elects by written notice delivered to the Indemnified Party within 20 days twenty (20) Business Days after receiving the Indemnified Party's notice, to assume ’s notice of such Third Party Claim. In any case where the Indemnifying Party has assumed the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified of a Third Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation the right to give any notice participate (at the Indemnified Party’s expense unless the Third Party Claim asserts criminal liability against the Indemnified Party) in the defense, compromise, or settlement of any assertion of liability by a third party unless such assertion is in writingThird Party Claim, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to not, without the Indemnified Party's giving notice ’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise such Third Party Claim or consent to the Indemnifying Party entry of an Indemnifiable Claimany judgment, injunction or order in respect thereof. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the The parties hereto shall make available to each other all relevant information in their possession material to any such assertionThird Party Claim, subject to the attorney-client privilege, the attorney work product doctrine, and all other applicable legal and professional privileges. (b) In the event that such the Indemnifying PartiesParty, within 20 days twenty (20) Business Days after receipt of the aforesaid notice of an Indemnifiable Claim fail a Third Party Claim, fails to assume the defense of the Indemnified such Third Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, compromise or settlement of such action on behalf Third Party Claim (and the reasonable fees and expenses of and for the account, expensesuch defense, and risk all other Losses incurred by the Indemnified Party with respect to such Third Party Claim, shall be Losses subject to indemnification by the Indemnifying Party hereunder after application of such Indemnifying Parties. (c) Notwithstanding anything all applicable limitations set forth in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the VI). The Indemnified Party shall not compromise or its affiliates, the Indemnified settle any such Third Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, Claim without the Indemnified Party's prior written consent (of the Indemnifying Party, which consent shall not be unreasonably withheld), settle delayed or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof conditioned, unless such settlement, compromise, settlement will not involve any liability or consent includes as an unconditional term thereof other obligation on the giving by part of the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable ClaimIndemnifying Party.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines a Party desires to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 days a reasonable period of time of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties they so elect by written notice delivered to the Indemnified Party within 20 a reasonable period of time (not to exceed 15 days in any event) after receiving the Indemnified Party's noticenotice (the "Response Period"), to assume the defense thereof of such asserted liability with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also not have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertion. (b) In the event that such the Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Party fails to assume the defense of the Indemnified Party or its affiliates against any such Indemnifiable Claim, within the Response Period, the Indemnified Party or its affiliates shall have the right to undertake the defensedefend, compromisecompromise or settle such Indemnifiable Claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V (S)8.4 to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party Party, its subsidiaries or its affiliates, other than as a result of money damages or other money payments, then the Indemnified Party or its affiliates shall have the right right, at the cost and expense of the Indemnifying Party, to participate in defend, compromise or 44 settle such defense, compromise, or settlement Indemnifiable Claim; and such (ii) the Indemnifying Parties Party shall not, without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof of any Indemnifiable Claim unless such settlement, compromise, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party (and its subsidiaries and affiliates) a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 10.2 applies, which notice to be effective must describe such claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the . The Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake control the defense, compromise, defense or settlement of any such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V subject to the contraryprovisions set forth below, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its affiliatessole cost and expense. Should the Indemnifying Party fail timely to defend any such action (except for failure resulting from the Indemnified Party's failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), may settle or compromise any Indemnifiable Claim defend such action or consent to entry proceeding through counsel of any judgment in respect thereof unless its own choosing and may recover from the Indemnifying Party the amount of such settlement, compromisedemand, or consent includes as an unconditional term thereof the giving by the claimant any judgment or the plaintiff to the Indemnified Party a release from decree and all liability in respect of such Indemnifiable Claimits costs and expenses, including reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines ADP desires to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company an Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Claim resulting from the assertion of liability by a third partiesparty (a "Third-Party Claim"), the Indemnified Party it shall give notice to the Shareholders (hereinafter each being an "Indemnifying Parties Party") within 60 days a reasonable period of the Indemnified Party time of ADP's becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Third-Party Claim as is then reasonably available to the Indemnified PartyADP. In case If any such liability Third-Party Claim is asserted against the Indemnified Party or its affiliates, ADP and the Indemnified Party ADP notifies the Indemnifying Parties thereofParty of such Third-Party Claim, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties he so elect elects by written notice delivered to the Indemnified Party ADP within 20 a reasonable period of time (not to exceed 10 days in any event) after receiving ADP's notice (the Indemnified Party's notice"Response Period"), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified PartyADP. Notwithstanding the foregoing, fore going: (i) the Indemnified Party or its affiliates ADP shall also not have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party Third-Party Claim unless such assertion is in writing, and ; (iiiii) the rights of the Indemnified Party or its affiliates ADP to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party is materially prejudiced by such failure; and (iii) each Party shall not be liable for attorneys fees and expenses incurred cooperate with any other Party in all ways reasonably requested by such other Party in connection with the Indemnified defense of any such Third-Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable ClaimClaims. With respect to any assertion of liability by a third party Third-Party Claim that results in an Indemnifiable Claima claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim. (b) In the event that such the Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Party fails to assume the defense of ADP against any Third-Party Claim within the Indemnified Party or its affiliates against such Indemnifiable ClaimResponse Period, the Indemnified Party or its affiliates ADP shall have the right to undertake the defensedefend, compromisecompromise or settle such Third-Party Claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V (S)7.4 to the contrary, (i) if there is a reasonable probability that an Indemnifiable a Third-Party Claim may materially and adversely affect the Indemnified Party ADP, its subsidiaries or its affiliates, the Indemnified Party including without limitation American, other than as a result of money damages or its affiliates other money payments, then ADP shall have the right right, at the cost and expense of the Indemnifying Party, to participate in defend, compromise or settle such defense, compromise, or settlement Third-Party Claim; and such (ii) the Indemnifying Parties Party shall not, without the Indemnified PartyADP's prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Third-Party Claim or consent to entry of any judgment in respect thereof of any Third-Party Claim unless such settlement, compromise, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party ADP (and its subsidiaries and affiliates, including without limitation American) of a release from all liability in respect of such Indemnifiable Third-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company any Sellers' Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Buyer's Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders Claims, as applicable (such Claims shall be referred to herein as "Indemnifiable Claims") ), resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or Claim; provided, however, that the failure to give timely notice hereunder shall not relieve the Indemnifying Party of facts upon its obligations hereunder, except to the extent such party is materially prejudiced thereby. The notice shall identify the Section of this Agreement with respect to which any such Indemnifiable Claim will be based; the notice claimed breach arose and shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party, including the facts constituting the claimed breach. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (as long as the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect continues to defend such Indemnifiable Claim, in which case the fees matter); and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability shall be considered forfeited by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, that the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior such failure to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimgive notice. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make reasonably available to each other all relevant information in their possession material to any such assertion. (b) In If the event that such Indemnifying PartiesParty, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, defense and to compromise or settlement of settle such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Indemnifying Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless thereof. If the Indemnifying Party can settle such Indemnifiable Claim with a complete release of the Indemnified Party and all Affiliates of the Indemnified Party for monetary damages only, but the Indemnified Party refuses such settlement, compromise, or consent includes as an unconditional term thereof the giving by Indemnifying Party shall not be liable for Damages in excess of the claimant or the plaintiff to the Indemnified Party a release from all liability in respect monetary damages of such Indemnifiable Claimproposed settlement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified any matter (a "Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable ClaimsClaim") resulting from the assertion that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of liability by third partiesany matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim 0and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief or involve the possibility of criminal penalties, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.5(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). (d) In the event or to the extent that any of the conditions set forth in Section 11.5(b) above is or becomes unsatisfied, settle or compromise any Indemnifiable Claim or however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim and any matter it may deem appropriate in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to its sole discretion and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable defending against the Third Party Claim (including attorneys' fees and expenses), (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 11, and (iv) the Indemnifying Party shall be deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for the Indemnified Party handled the Third Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines CBooks or the Shareholders determine to seek indemnification under this Article VIII with respect to Indemnifiable Claims (the party when seeking such indemnification shall hereinafter be referred to as the "Indemnified PartyINDEMNIFIED PARTY," and the party against whom such indemnification is sought is shall hereinafter be referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable ClaimsINDEMNIFYING PARTY") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 thirty (30) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty provided that Epstxxx Xxxkxx & Xreen, P.C. shall be deemed satisfactory. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless counsel to the Indemnified Party or its affiliates shall reasonably determine advises the Indemnified Party that there is a conflict of interest between or among the Indemnified Party or its affiliates Shareholders and any Indemnifying Party CBooks with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writingParty, and (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 thirty (30) days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party or its affiliatesParty, the Indemnified Party or its affiliates shall have the right to participate participate, at its own cost and expense, in such defense, compromise, or settlement and such the Indemnifying Parties Party shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto an Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties other party (the “Other Party”) within 60 forty-five (45) days of the such Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the such Indemnified Party. In case If any such liability is asserted against the an Indemnified Party or its affiliates, and the such Indemnified Party notifies the Indemnifying Parties thereofOther Party of such liability, the Indemnifying Parties will Other Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party within 20 fifteen (15) [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. days after receiving the such Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such asserted liability with counsel satisfactory to the such Indemnified Party; provided, however, that if the Other Party assumes such defense, the Other Party shall be deemed to have accepted such claim as a valid Indemnifiable Claim. Notwithstanding the foregoing, : (i) the such Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne payable by such Indemnifying Parties, Indemnified Party; (ii) the such Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the such Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are the Other Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make available to each other all relevant information in their possession that is material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Other Party fails to assume the defense of the an Indemnified Party or its affiliates against any such Indemnifiable ClaimClaim within the Response Period, the such Indemnified Party or its affiliates shall have the right to undertake the defensedefend, compromisecompromise or settle such Indemnifiable Claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such Indemnifying Partiesthe Other Party. (c) Notwithstanding anything in this Article V Section 8.4 to the contrary, the Other Party will not be entitled to assume control of the defense of an Indemnifiable Claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if: (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party reasonably believes that an adverse determination of such proceeding could be detrimental to or its affiliates, injure the Indemnified Party’s reputation or future business prospects; (ii) the Indemnified Party reasonably believes that there exists or its affiliates shall have could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the right to participate Indemnified Party and the Other Party in such defense, compromise, proceeding; or (iii) a court of competent jurisdiction rules that the Other Party has failed or settlement and is failing to prosecute or defend vigorously such Indemnifying Parties claim. (d) The Other Party shall not, without the such Indemnified Party's ’s prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof of any Indemnifiable Claim unless such settlement, compromise, compromise or consent includes includes, as an unconditional term thereof term, the giving by the claimant or the plaintiff to the such Indemnified Party (and its subsidiaries and affiliates) a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any The party hereto determines to seek seeking indemnification (the party seeking such indemnification hereinafter referred to as the "“Indemnified Party" and ”) shall give the party against from whom such indemnification is being sought is hereinafter referred to as (the "“Indemnifying Party"”) under this Article V with respect prompt written notice of any Indemnification Claim to Company Indemnifiable Claims where which the Indemnified Party is Purchaser indemnity set forth in Section 8.2 or any of its affiliates or Purchaser Indemnifiable Claims where 8.3 applies, as applicable, which notice to be effective must describe such claim in reasonable detail (the Indemnified Party is any of “Indemnification Notice”). Notwithstanding the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the . The Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake control the defense, compromise, defense or settlement of any such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V Indemnification Claim subject to the contraryprovisions set forth below, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect but the Indemnified Party or may, at its affiliateselection, participate in the defense of any Indemnification Claim at its sole cost and expense. Should the Indemnifying Party fail timely to defend any such action (except for failure resulting from the Indemnified Party’s failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), may settle or compromise any Indemnifiable defend such Indemnification Claim or consent to entry through counsel of any judgment in respect thereof unless its own choosing and may recover from the Indemnifying Party the amount of such settlement, compromisedemand, or consent includes as an unconditional term thereof the giving by the claimant any judgment or the plaintiff to the Indemnified Party a release from decree and all liability in respect of such Indemnifiable Claimits costs and expenses, including reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If Purchaser or Netopia or their respective officers or directors or Seller or any party hereto of the Members determines to seek indemnification under this Article 8 with respect to Indemnifiable Claims (the party seeking such indemnification is hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 twenty (20) days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall notify the Indemnifying Party of such failure, whereupon the Indemnifying Party shall have ten (10) additional days to assume the defense of the Indemnifiable Claim, after the expiration of which the Indemnified Party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section 8.4 to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party or its affiliatesParty, the Indemnified Party or its affiliates shall have the right to participate participate, at its own cost and expense, in such defense, compromise, or settlement and such the Indemnifying Parties Party shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto an Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V IX with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties other party (the “Other Party”) within 60 forty-five (45) days of the such Indemnified Party becoming aware of any such Indemnifiable Claim or Claim. Upon receipt of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofnotice, the Indemnifying Parties will Other Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party within 20 fifteen (15) days after receiving the such Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such asserted liability with counsel satisfactory to the such Indemnified Party; provided, however, that if the Other Party assumes such defense, the Other Party shall be deemed to have accepted such claim as a valid Indemnifiable Claim. Notwithstanding the foregoing, : (i) the such Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne payable by such Indemnifying Parties, Indemnified Party; (ii) the such Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the such Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are that the Other Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Other Party fails to assume the defense of the an Indemnified Party or its affiliates against any such Indemnifiable ClaimClaim within the Response Period, the such Indemnified Party or its affiliates shall have the right to undertake the defensedefend, compromisecompromise or settle such Indemnifiable Claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such Indemnifying Partiesthe Other Party. (c) Notwithstanding anything in this Article V IX to the contrary, the Other Party will not be entitled to assume control of the defense of an Indemnifiable Claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party, if: (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party reasonably believes that an adverse determination of such proceeding could be detrimental to or its affiliates, injure the Indemnified Party’s reputation or future business prospects; (ii) the Indemnified Party reasonably believes that there exists or its affiliates shall have could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the right to participate Indemnified Party and the Other Party in such defense, compromise, proceeding; or settlement and (iii) a court of competent jurisdiction rules that the Other Party has failed or is failing to prosecute or defend vigorously such Indemnifying Parties claim. (d) The Other Party shall not, without the such Indemnified Party's ’s prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof of any Indemnifiable Claim unless such settlement, compromise, compromise or consent includes includes, as an unconditional term thereof term, the giving by the claimant or the plaintiff to the such Indemnified Party (and its subsidiaries and affiliates) a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party will give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 8.2 applies, which notice to be effective must describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party will have the right to control the defense or settlement of any such action subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party shall not be liable fail to defend any such action (except for attorneys fees and expenses incurred by the Indemnified Party prior to failure resulting from the Indemnified Party's giving notice failure to timely give the Indemnifying Party of an Indemnifiable Claim. With respect Indemnification Notice), then, in addition to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimremedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its affiliates shall have own choosing and may recover from the right to undertake Indemnifying Party the defenseamount of such settlement, compromisedemand, or settlement any judgment or decree and all of such action on behalf its costs and expenses, including reasonable fees and disbursements of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the counsel. The Indemnified Party will not compromise or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, settle any claim without the Indemnified Party's prior written consent (of the Indemnifying Party which consent shall not be unreasonably withheld); PROVIDED, settle or compromise any Indemnifiable Claim or consent to entry HOWEVER, if such approval is unreasonably withheld, the liability of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party will be limited to the total sum represented in the amount of the proposed compromise or settlement and the amount of the Indemnified Party's reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, accrued at the time said approval is unreasonably withheld. Notwithstanding the preceding sentence, the foregoing limitation on the liability of the Indemnified Party shall only be applicable if (i) a complete release from all liability in respect of the Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such Indemnifiable Claimthird party claim and (ii) the Indemnifying Party withholds its consent to such compromise or settlement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Article V with respect Agreement otherwise becomes aware of any matter that may give rise to Company Indemnifiable Claims where the Indemnified such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief or involve the possibility of criminal penalties, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.3(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). (d) In the event or to the extent that any of the conditions set forth in Section 12.3(b) above is or becomes unsatisfied, settle or compromise any Indemnifiable Claim or however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim and any matter it may deem appropriate in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to its sole discretion and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (ii) the Indemnifying Party will xxxxxxxxx xxx Indemnified Party promptly and periodically for the cost of such Indemnifiable defending against the Third Party Claim (including attorneys' fees and expenses) and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 12; and (iv) the Indemnifying Party shall be deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for the Indemnified Party handled the Third Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto of the Indemnified Persons determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Damage resulting from the assertion of liability by third parties, the such Indemnified Party Person shall give notice to the Indemnifying Parties Parent within 60 30 days of the such Indemnified Party Person becoming aware of any such Indemnifiable Claim Damage, or of facts upon which any such Indemnifiable Claim Damage will be based; the . The notice shall set forth such material information with respect thereto as is then reasonably available to the such Indemnified PartyPerson. In case any such liability is asserted against the an Indemnified Party or its affiliatesPerson, and the such Indemnified Party Person notifies the Indemnifying Parties Parent thereof, the Indemnifying Parties Parent will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party Person within 20 days after receiving the such Indemnified PartyPerson's notice, to assume the defense thereof with counsel satisfactory to the such Indemnified PartyPerson. Notwithstanding the foregoing, (i) the an Indemnified Party or its affiliates Person shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party Person unless the Parent has elected not to assume the defense thereof or unless such Indemnified Party or its affiliates Person shall reasonably determine that there is a conflict of interest between or among such Indemnified Person and the Indemnified Party or its affiliates and any Indemnifying Party Parent with respect to such Indemnifiable Claim, Damage in which case the fees and expenses of such counsel will be borne by such Indemnifying Partiesthe Parent, (ii) the such Indemnified Party Person shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the any Indemnified Party or its affiliates Person to be indemnified hereunder in respect of Indemnifiable Claims any Damage resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the Parent is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claima Damage, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Partiesthe Parent, within 20 30 days after receipt of the aforesaid notice of an Indemnifiable Claim fail any Damage, fails to assume the defense of the an Indemnified Party or its affiliates Person against such Indemnifiable ClaimDamage, the such Indemnified Party or its affiliates Person shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of the Parent; provided, however that the Indemnified Person shall keep the Parent timely apprised of the status of any claim with respect to such Indemnifying PartiesDamage and shall not settle such claim without the written consent of the Parent, which consent shall not be unreasonably withheld. (c) Notwithstanding anything in this Article V VIII to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim any Damage may materially adversely affect the an Indemnified Party or its affiliatesPerson, the Indemnified Party or its affiliates Cisco shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties (ii) the Parent and Seller shall not, without the Indemnified PartyCisco's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim Loss and Expense or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claimthereof.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If Purchaser, Ultratech or any party hereto of the Affiliates determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V X with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any existence of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred a claim giving rise to herein as "Indemnifiable Claims") Damages resulting from the assertion of liability by third parties, the Indemnified Party Purchaser or Ultratech shall give notice to the Indemnifying Parties Seller within 60 days of the Indemnified Party Purchaser or Ultratech becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyPurchaser or Ultratech. In case any such liability is asserted against the Indemnified Party Purchaser or its affiliatesUltratech, and the Indemnified Party Purchaser or Ultratech notifies the Indemnifying Parties Seller thereof, the Indemnifying Parties Seller will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party Purchaser or Ultratech within 20 days after receiving the Indemnified PartyPurchaser's or Ultratech's notice, to assume the defense thereof with counsel satisfactory to the Indemnified PartyPurchaser or Ultratech. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates Purchaser and Ultratech shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Purchaser and Ultratech unless the Indemnified Party or its affiliates Purchaser and Ultratech shall reasonably determine that there is a conflict of interest between or among the Indemnified Party Purchaser or its affiliates and any Indemnifying Party Ultratech, and/or Seller with respect to such Indemnifiable ClaimIdentifiable Claim or there are or may be legal defenses available to Purchaser, Ultratech or any Affiliate which are different from or additional to those available to Seller or a difference of position or potential difference of position exists between Seller and Purchaser, Ultratech or any Affiliate that would make such separate representation advisable in the reasonable opinion of counsel to Purchaser, Ultratech or any Affiliate, in which case the fees and expenses of such counsel will be borne by such Indemnifying PartiesSeller, (ii) the Indemnified Party Purchaser and Ultratech shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates Purchaser and Ultratech to be indemnified hereunder in respect of Indemnifiable Identifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are Seller is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Identifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying PartiesSeller, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Identifiable Claim, fails to assume the defense of the Indemnified Party Purchaser or its affiliates Ultratech against such Indemnifiable Identifiable Claim, the Indemnified Party or its affiliates Purchaser and Ultratech shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying PartiesSeller. (c) Notwithstanding anything in this Article V X to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates Purchaser and Ultratech shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties Seller shall not, without the Indemnified PartyPurchaser's and Ultratech's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Identifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party Purchaser, Ultratech and any Affiliate a release from all liability in respect of such Indemnifiable Identifiable Claim. 33.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesXII, then the Indemnified Party shall give notice to promptly notify the Indemnifying Parties within 60 days Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall set forth such material information with respect thereto as is then reasonably available state the amount of the claim and the relevant details thereof. (b) Any Indemnifying Party will have the right to the Indemnified Party. In case any such liability is asserted against defend the Indemnified Party or against the Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 ten days after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party pursuant to the provisions of Article XII, as applicable, from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.3(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in (but not control) the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writingthe Indemnifying Party (which will not be unreasonably withheld), and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). In the case of (c)(ii) or (c)(iii) above, settle or compromise any Indemnifiable Claim or such consent to judgment or settlement shall include, as an unconditional term thereof, the release of the Indemnifying Party from all liability in connection therewith. (d) If any condition set forth in Section 12.3(b) above is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment in or enter into any settlement with respect thereof unless such settlementto, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to Third Party Claim and any matter it may deem appropriate and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable Claimdefending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XII.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If In order for any party hereto determines Indemnified Party to seek be entitled to indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") provided for under this Article V with 6 in respect of, arising out of or involving a claim made by any Person other than the parties to Company Indemnifiable Claims where the this Agreement or their respective successors, assigns or Affiliates (a “Third-Party Claim”) against such Indemnified Party, such Indemnified Party is Purchaser or must notify the Indemnifying Party in writing of the Third-Party Claim promptly after receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure of any Indemnified Party to give notice as provided in this 6.3 shall not relieve an Indemnifying Party of its affiliates or Purchaser Indemnifiable Claims where obligations hereunder except to the Indemnified extent that the Indemnifying Party is any of the Selling Shareholders (actually has been prejudiced by such Claims shall be referred failure to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesgive notice. Thereafter, the Indemnified Party shall give notice deliver to the Indemnifying Parties Party as promptly as practicable, but in any event within 60 ten (10) days after such Indemnified Party’s receipt thereof, copies of all notices and other documents relating to the Third-Party Claim. (b) If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume or cause the assumption of the Indemnified defense thereof with counsel selected by the Indemnifying Party becoming aware of any that is acceptable to Buyer in its sole discretion, provided such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as counsel is then not reasonably available objected to by the Indemnified Party. In case any such liability is asserted against Should the Indemnifying Party elect to assume or cause the assumption of the defense of a Third-Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnifying Party has agreed in writing to pay such fees and expenses or, in the reasonable judgment of the Indemnified Party, a conflict of interest between the Indemnified Party and the Indemnifying Party exists with respect to such claim. If the Indemnifying Party elects so to participate in or its affiliatesassume the defense of a Third-Party Claim, the Indemnified Party will fully cooperate with the Indemnifying Party in connection with such defense. (c) If the Indemnifying Party assumes the defense of a Third-Party Claim, then, as long as the Indemnifying Party is reasonably contesting such claim in good faith, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent, and the Indemnified Party notifies will agree to any settlement, compromise or discharge of the Third-Party Claim the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to Party may recommend which releases the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof unconditionally and completely in connection with counsel satisfactory to such Third-Party Claim and which does not materially and adversely affect the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation the right to give pay or settle any notice of such claim, provided that in such event it shall waive any assertion of liability right to indemnity therefore by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, Party. If the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by assumes the Indemnified defense of a Third-Party prior to the Indemnified Party's giving notice to Claim, then the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's ’s prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Third-Party Claim or consent to the entry of any judgment in respect thereof unless such settlement, compromise, or consent includes which does not include as an unconditional term thereof the giving delivery by the claimant or the plaintiff to the Indemnified Party of a written release from all liability in respect of such Indemnifiable Third-Party Claim. (d) If the Indemnifying Party does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend the same in such manner as it may reasonably deem appropriate, including but not limited to settling such claim or litigation after giving ten (10) business days of prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. (e) The Indemnifying Party shall in no case settle or compromise any Third-Party Claim or consent to the entry of any judgment, in either case for other than solely money damages, without the consent of the Indemnified Party (which consent will not be unreasonably withheld) if such settlement, compromise or judgment would adversely affect the rights of the Indemnified Party in any continuing manner.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Article V with respect Agreement otherwise becomes aware of any matter that may give rise to Company Indemnifiable Claims where the Indemnified such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, to the extent covered by Sections 12.2, 12.3 or 12.4 hereof, as applicable, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves principally non-monetary damages and does not seek as a primary focus an injunction or temporary or permanent restraining order or involve the possibility of criminal penalties, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.5(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall (which will not be adversely affected by their failure to give notice pursuant to unreasonably withheld). (d) In the foregoing unless, and, if so, only event or to the extent that, such Indemnifying Parties are materially prejudiced thereby; providedthat any of the conditions set forth in Section 12.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim and any matter it may deem appropriate in its sole discretion and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of defending against the Third Party Claim (including reasonable attorneys' fees and reasonable expenses) and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 12; and (iv) the Indemnifying Party shall not be liable deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for attorneys fees and expenses incurred by the Indemnified Party prior to handled the Indemnified Party's giving notice to the Third Party Claim. The Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results may retain separate co-counsel at its sole cost and participate in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Third Party or its affiliates against Claim, but shall not be entitled to direct the course of such Indemnifiable Claimdefense. In such instance, the Indemnified Party or its affiliates shall have the right not agree to undertake the defense, compromise, or a settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, defense without the Indemnified consent of the Indemnifying Party's written consent (, which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or . If the Indemnifying Party refuses to consent to entry of any a settlement and the resulting judgment in respect thereof unless such or later settlement exceeds the previously proposed settlement, compromise, then the Indemnifying Party will be responsible for the entire excess amount of the judgment or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff settlement without reference to the Indemnified Party a release from all liability any limitation on indemnity set forth in respect of such Indemnifiable Claimthis Agreement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto of the Indemnified Persons determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Damage resulting from the assertion of liability by third parties, the such Indemnified Party Person shall give notice to the Indemnifying Parties Nasan, its affiliates or Com21 Israel within 60 30 days of the such Indemnified Party Person becoming aware of any such Indemnifiable Claim Damage, or of facts upon which any such Indemnifiable Claim Damage will be based; the . The notice shall set forth such material information with respect thereto as is then reasonably available to the such Indemnified PartyPerson. In case any such liability is asserted against the an Indemnified Party or its affiliatesPerson, and the such Indemnified Party Person notifies the Indemnifying Parties Nasan, its affiliates or Com21 Israel thereof, the Indemnifying Parties Nasan, its affiliates or Com21 Israel will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party Person within 20 days after receiving the such Indemnified PartyPerson's notice, to assume the defense thereof with counsel satisfactory to the such Indemnified PartyPerson. Notwithstanding the foregoing, (i) the an Indemnified Party or its affiliates Person shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party Person unless the Indemnified Party or Nasan, its affiliates or Com21 Israel has elected not to assume the defense thereof or unless such Indemnified Person shall reasonably determine that there is a conflict of interest between or among the such Indemnified Party or Person and Nasan, its affiliates and any Indemnifying Party or Com21 Israel with respect to such Indemnifiable Claim, Damage in which case the fees and expenses of such counsel will be borne by such Indemnifying PartiesNasan, its affiliates and Com21 Israel, (ii) the such Indemnified Party Person shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the any Indemnified Party or its affiliates Person to be indemnified hereunder in respect of Indemnifiable Claims any Damage resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are Nasan, its affiliates or Com21 Israel is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claima Damage, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Partieseither Nasan, its affiliates or Com21 Israel, within 20 30 days after receipt of the aforesaid notice of an Indemnifiable Claim fail any Damage, fails to assume the defense of the an Indemnified Party or its affiliates Person against such Indemnifiable ClaimDamage, the such Indemnified Party or its affiliates Person shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contraryNasan, (i) if there is a reasonable probability its affiliates or Com21 Israel; provided, however that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliatesPerson shall keep Nasan, the Indemnified Party or its affiliates or Com21 Israel timely apprised of the status of any claim with respect to such Damage and shall have the right to participate in not settle such defense, compromise, or settlement and such Indemnifying Parties shall not, claim without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.written

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article X applies which notice shall describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense; provided, howeverspecifically, that Gateway may defend itself against any Indemnification Claim which may affect the business of the Company going forward. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimsettlement effected without its written consent, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld); provided, settle however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or compromise any Indemnifiable Claim or consent to entry settlement and the amount of any judgment the Indemnified Party's reasonable counsel fees incurred in respect thereof unless defending such settlementclaim, compromise, or consent includes as an unconditional term thereof the giving permitted by the claimant or preceding sentence, at the plaintiff to time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release from all liability in respect of the Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such Indemnifiable Claimthird party claim. Shareholders shall agree to no adjustment or adjustments that would have the effect of increasing Tax Liability with respect to any period ending after the Closing Date without obtaining the prior written consent of Gateway.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto VADUS determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Section with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party they shall give notice to the Indemnifying Parties Span within 60 10 business days of the Indemnified Party VADUS' becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the Claim. The notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyVADUS. In case any such liability is asserted against the Indemnified Party or its affiliates, VADUS and the Indemnified Party VADUS notifies the Indemnifying Parties Span thereof, the Indemnifying Parties Span will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party VADUS within 20 ten days after receiving the Indemnified Party's VADUS' notice, to assume the defense thereof with counsel satisfactory to the Indemnified PartyVADUS. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates VADUS shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, VADUS; (ii) the Indemnified Party VADUS shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates VADUS to be indemnified hereunder in respect of to Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced Span suffers Material prejudice thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) . In the event that such Indemnifying PartiesSpan, within 20 10 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates VADUS against such Indemnifiable Claim, the Indemnified Party or its affiliates VADUS shall have the right to undertake the defense, compromise, compromise or settlement of such action on behalf of and for the account, expense, account and risk of such Indemnifying Parties. (c) Span. Notwithstanding anything in this Article V Section to the contrary, (iy) if there is a reasonable probability that an Indemnifiable Claim may materially adversely have a Materially Adverse affect the Indemnified Party on VADUS, other than as a result of money damages or its affiliatesother money payments, the Indemnified Party or its affiliates then VADUS shall have the right right, at its own costs and expense, to participate defend, compromise or settle such Indemnifiable Claim, so long as in such defenseconnection therewith, compromise, or settlement VADUS makes payment of any money damages related thereto; and such Indemnifying Parties (z) Span shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld)of VADUS, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party VADUS a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 15 days after receiving the Indemnified Party's notice, to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to the Indemnified PartyParty unless the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to assume such defense. If the Indemnifying Party elects to assume the defense of such asserted liability, the claims made by such third party shall be conclusively established as being within the scope of and subject to the indemnification provisions of this Agreement. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of payable by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertion. (b) In the event that such the Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Party fails to assume the defense of the Indemnified Party or its affiliates against any such Indemnifiable Claim, within 15 days after receipt of the Indemnified Party's notice of such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defensedefend, compromisecompromise or settle such Indemnifiable Claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section 8.4 to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party Party, its corporate parent, if any, its subsidiaries or its affiliates, including, without limitation, the Surviving Corporation after the Effective Time if Cardinal is the Indemnified Party, other than as a result of money damages or other money payments, then the Indemnified Party or its affiliates shall have the right right, at the cost and expense of the Indemnifying Party, to participate in defend, compromise or settle such defense, compromise, or settlement Indemnifiable Claim; and such (ii) the Indemnifying Parties Party shall not, without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof of any Indemnifiable Claim unless such settlement, compromise, compromise or consent (A) includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party (and its corporate parent, if any, its subsidiaries and affiliates including, without limitation, the Surviving Corporation after the Effective Time if Cardinal is the Indemnified Party) a release from all liability in respect of such Indemnifiable ClaimClaim and (B) does not include a finding or admission by ALP or Cardinal of any violation of Applicable Laws or any violation of the rights of any person.

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.4 and/or this Section 5.5, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor in writing of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior to within the limits of Section 5.4 and/or this Section 5.5. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party's giving notice to Party shall not pay or settle any such claim. Notwithstanding the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimforegoing, the parties hereto Indemnified Party shall make available have the right to each other all relevant information in their possession material to pay or settle any such assertion. claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty (b30) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid Indemnified Party’s notice of an Indemnifiable Claim fail a claim of indemnity hereunder that it elects to assume undertake the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimthereof, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld)contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Indemnitor. This Section 5.5 shall survive the Closing and shall not be deemed merged into the Deed or any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.conveyance document delivered at Closing. ACTIVE/85506504.17 LEGAL_US_W # 85494519.11

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the ") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party against whom such indemnification is sought is hereinafter referred to as this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Article V with respect Agreement otherwise becomes aware of any matter that may give rise to Company Indemnifiable Claims where the Indemnified such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys' fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, to the extent covered by Sections 12.3 and 12.4, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves principally non-monetary damages and does not seek as a primary focus an injunction or temporary or permanent restraining order or involve the possibility of criminal penalties, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.5(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall (which will not be adversely affected by their failure to give notice pursuant to unreasonably withheld). (d) In the foregoing unless, and, if so, only event or to the extent that, such Indemnifying Parties are materially prejudiced thereby; providedthat any of the conditions set forth in Section 12.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim and any matter it may deem appropriate in its sole discretion and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of defending against the Third Party Claim (including reasonable attorneys' fees and reasonable expenses) and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 12; and (iv) the Indemnifying Party shall not be liable deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for attorneys fees and expenses incurred by the Indemnified Party prior to handled the Indemnified Party's giving notice to the Third Party Claim. The Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results may retain separate co-counsel at its sole cost and participate in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Third Party or its affiliates against Claim, but shall not be entitled to direct the course of such Indemnifiable Claimdefense. In such instance, the Indemnified Party or its affiliates shall have the right not agree to undertake the defense, compromise, or a settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, defense without the Indemnified consent of the Indemnifying Party's written consent (, which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or . If the Indemnifying Party refuses to consent to entry of any a settlement and the resulting judgment in respect thereof unless such or later settlement exceeds the previously proposed settlement, compromise, then the Indemnifying Party will be responsible for the entire excess amount of the judgment or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff settlement without reference to the Indemnified Party a release from all liability any limitation on indemnity set forth in respect of such Indemnifiable Claimthis Agreement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If ---------------------------------------------------------------- any indemnified party hereto hereunder determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Losses resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall give notice to the Indemnifying Parties indemnifying party hereunder within 60 30 days of the Indemnified Party such indemnified party becoming aware of any such Indemnifiable Claim Losses or of facts upon which any claim for such Indemnifiable Claim Losses will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatessuch indemnified party, and the Indemnified Party such indemnified party notifies the Indemnifying Parties indemnifying party thereof, the Indemnifying Parties indemnifying party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party such indemnified party within 20 10 days after receiving the Indemnified Partysuch indemnified party's notice, to assume the defense thereof with counsel satisfactory to such indemnified party, in which case, the Indemnified Partyindemnifying party will not be liable to the indemnified party under this Section 6.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the following sentence or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates such indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party such indemnified party unless the Indemnified Party or its affiliates such indemnified party shall reasonably determine that there is a conflict of interest between or among such indemnified party and the Indemnified Party or its affiliates and any Indemnifying Party indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Partiesthe indemnifying party, (ii) the Indemnified Party such indemnified party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates such indemnified party to be indemnified hereunder in respect of Indemnifiable Claims resulting any Losses that may or do result from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the indemnifying party is materially prejudiced thereby; provided, however, and (iv) the Indemnifying Party indemnifying party's obligations to such indemnified party under this Article VI shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior terminate until such indemnified party's claims have been finally satisfied to the Indemnified Partysuch indemnified party's giving notice to the Indemnifying Party of an Indemnifiable Claimsole satisfaction. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Partiesthe indemnifying party, within 20 10 days after receipt of the aforesaid notice of an Indemnifiable Claim fail a claim hereunder, fails to assume the defense of the Indemnified Party or its affiliates such indemnified party against such Indemnifiable Claimclaim, the Indemnified Party or its affiliates such indemnified party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) the indemnifying party. Notwithstanding anything in this Article V VI to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim a claim may materially adversely affect the Indemnified Party or its affiliatessuch indemnified party, the Indemnified Party or its affiliates such indemnified party shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties the indemnifying party shall not, without the Indemnified Partysuch indemnified party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim of such claims, or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party such indemnified party a release from all liability in respect of such Indemnifiable Claimclaim. With respect to any assertion of liability by a third party that results in any claim for indemnification hereunder, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Purchaser, its respective officers, directors or affiliates or the Seller or any party hereto of the Members determines to seek indemnification under this Article 8 with respect to Indemnifiable Claims (the party seeking such indemnification is hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party; provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the later of November 30, 2000 or the termination, pursuant to Section 8.1(a) hereof, of the representation and warranties upon which such Indemnifiable Claim(s) are based. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 twenty (20) days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall notify the Indemnifying Party of such failure, whereupon the Indemnifying Party shall have ten (10) additional days to assume the defense of the Indemnifiable Claim, after the expiration of which the Indemnified Party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party or its affiliatesParty, the Indemnified Party or its affiliates shall have the right to participate participate, at its own cost and expense, in such defense, compromise, or settlement and such the Indemnifying Parties Party shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "shall notify an Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Party with respect to Company Indemnifiable Claims where the Indemnified any matter (a "Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable ClaimsClaim") resulting from the assertion that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of liability by third partiesany matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall give notice to promptly notify each Indemnifying Party thereof in writing; PROVIDED that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies extent) the Indemnifying Parties thereof, Party is thereby prejudiced. (b) Any Indemnifying Party will have the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, right to assume the defense thereof with of any CONFIDENTIAL SYRACUSE, NY claim or any litigation resulting therefrom, PROVIDED that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless may participate in such assertion is in writingdefense at such Indemnified Party's expense, and (iii) the rights of the omission by any Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to as provided herein shall not relieve the foregoing unless, and, if so, only Indemnifying Party of its indemnification obligation under this Agreement except to the extent that, that such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving omission results in a failure of actual notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that and such Indemnifying Parties, within 20 days after receipt Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the aforesaid notice of an Indemnifiable Claim fail to assume Indemnified Party, no Indemnifying Party, in the defense of the Indemnified Party any such claim or its affiliates against such Indemnifiable Claimlitigation, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlementor order, compromiseinterim or otherwise, or consent includes enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or the plaintiff to the such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Indemnifiable Claimclaim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not assume the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article 11 and the records of each shall be available to the other with respect to such defense.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 twenty (20) days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 ten (10) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimforegoing. With respect respect. to any assertion of liability by a third party that results in an Indemnifiable Indemnif4able Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 ten (10) days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, compromise or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section to the contrary, (i) if there is a reasonable probability that an Indemnifiable Indemnitiable Claim may materially and adversely affect the Indemnified Party Party, other than as a result of money damages or its affiliatesother money payments, the Indemnified Party or its affiliates shall have the right right, at its own cost and expense, to participate in defend, compromise or settle such defense, compromise, or settlement Indemnifiable Claim; and such (ii) the Indemnifying Parties Party shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Indemnitiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party and all affiliates of the Indemnified Party a release from all liability in respect of such Indemnifiable Claim. If the Indemnifying Party can settle such Indemnifiable Claim with a complete release of the Indemnified Party and all affiliates of the Indemnified Party for monetary damages only, but the Indemnified. Party refuses such settlement, the Indemnifying Party shall not be liable for Damages in excess of the monetary damages of such proposed settlement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Paradigm or Securityholder Released Party determines to seek indemnification under this Article with respect to Identifiable Claims (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party; provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the termination, pursuant to Sections 13.1 and 13.2 hereof, of the representations, warranties, covenants and agreements upon which such Identifiable Claim(s) are based. All Indemnifiable Claims made by Paradigm shall also be communicated to the Escrow Agent as provided in the Escrow Agreement. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Identifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.the

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto either Party (the "INDEMNIFIED PARTY") determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties other party (the "INDEMNIFYING PARTY") within 60 ten (10) days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties Parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 twenty (20) days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, compromise or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (c) Notwithstanding anything in this Article V Section to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party Buyer or its affiliatesFTI, the Indemnified Party other than as a result of money damages or its affiliates other money payments, Buyer and FTI shall have the right to participate in defend, compromise or settle such defense, compromise, or settlement Indemnifiable Claim; and such Indemnifying Parties (ii) Sellers and Nextera shall not, without the Indemnified PartyBuyer's written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, compromise or consent includes as an unconditional term thereof providing for the giving by the claimant or the plaintiff to the Indemnified Party Buyer and FTI a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.4 and/or this Section 5.5, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor in writing of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior to within the limits of Section 5.4 and/or this Section 5.5. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party's giving notice to Party shall not pay or settle any such claim. Notwithstanding the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimforegoing, the parties hereto Indemnified Party shall make available have the right to each other all relevant information in their possession material to pay or settle any such assertion. claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty (b30) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid Indemnified Party’s notice of an Indemnifiable Claim fail a claim of indemnity hereunder that it elects to assume undertake the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimthereof, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld)contest, settle or compromise any Indemnifiable Claim or consent to entry the claim in the exercise of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof its exclusive discretion at the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect expense of such Indemnifiable Claim.the

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party will give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 8.2 applies, which notice to be effective must describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party will have the right to control the defense or settlement, howeverincluding the hiring of counsel, of any such action subject to the provisions set forth below, but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party shall not be liable fail to defend any such action (except for attorneys fees and expenses incurred by the Indemnified Party prior to failure resulting from the Indemnified Party's giving notice failure to timely give the Indemnifying Party of an Indemnifiable Claim. With respect Indemnification Notice), then, in addition to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimremedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its affiliates shall have own choosing and may recover from the right to undertake Indemnifying Party the defenseamount of such settlement, compromisedemand, or settlement any judgment or decree and all of such action on behalf its costs and expenses, including reasonable fees and disbursements of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the counsel. The Indemnified Party will not compromise or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, settle any claim without the Indemnified Party's prior written consent (of the Indemnifying Party which consent shall not be unreasonably withheld); provided, settle or compromise any Indemnifiable Claim or consent to entry however, if such approval is unreasonably withheld, the liability of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party will be limited to the total sum represented in the amount of the proposed compromise or settlement and the amount of the Indemnified Party's reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, accrued at the time said approval is unreasonably withheld. Notwithstanding the preceding sentence, the foregoing limitation on the liability of the Indemnified Party shall only be applicable if (i) a complete release from all liability in respect of the Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such Indemnifiable Claimthird party claim and (ii) the Indemnifying Party withholds its consent to such compromise or settlement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines Buyer desires to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company an Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Claim resulting from the assertion of liability by a third partiesparty (a "Third-Party Claim"), or if Seller desires to seek indemnification under this Article with respect to a matter with respect to which Seller is entitled to indemnification under (S)7.7, below (a "Seller's Indemnifiable Claim"), resulting from a Third-Party Claim, the Party seeking indemnification (the "Indemnified Party Party") shall give notice to the other Party (hereinafter being the "Indemnifying Parties Party") within 60 15 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Third-Party Claim as is then reasonably available to the Indemnified Party. In case If any such liability Third-Party Claim is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such Third-Party Claim, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 a reasonable period of time (not to exceed 10 days in any event) after receiving the Indemnified Party's noticenotice (the "Response Period"), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party Third- Party Claim unless such assertion is in writing, and ; (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party is prejudiced by such failure; and (iii) each Party shall not be liable for attorneys fees and expenses incurred cooperate at its own expense with any other Party in all ways reasonably requested by such other Party in connection with the Indemnified defense of any such Third-Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable ClaimClaims. With respect to any assertion of liability by a third party Third-Party Claim that results in an Indemnifiable Claima claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim. (b) In the event that such the Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Party fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimany Third-Party Claim within the Response Period, the Indemnified Party or its affiliates shall have the right to undertake the defensedefend, compromisecompromise or settle such Third-Party Claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V (S)7.4 to the contrary, (i) if there is a reasonable probability that an Indemnifiable a Third-Party Claim may materially and adversely affect an Indemnified Party, its subsidiaries or affiliates, other than as a result of money damages or other money payments, then the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right right, at its cost and expense, to participate in the defense and settlement of such defense, compromise, or settlement Third-Party Claim; and such (ii) the Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent Party shall not be unreasonably withheld), settle or compromise any Indemnifiable Third-Party Claim against the Indemnified Party or consent to entry of any judgment in respect thereof of any Third-Party Claim against the Indemnified Party without the prior written consent of the Indemnified Party, unless such settlement, compromise, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party (and its subsidiaries and affiliates) of a release from all liability in respect of such Indemnifiable Third-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines Care for Kids (hereinafter being an “Indemnified Party”) desires to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company an Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Claim resulting from the assertion of liability by a third partiesparty (a “Third-Party Claim”), the Indemnified Party it shall give notice to the Sellers and Owners (hereinafter each being an “Indemnifying Parties Party”) within 60 days a reasonable period of time of the Indemnified Party Party’s becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth a summary of such material information with respect thereto to such Third-Party Claim as is then reasonably available to the Indemnified Party. In case If any such liability Third-Party Claim is asserted against the an Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such Third-Party Claim, the Indemnifying Parties will Party shall be entitled, if such the Indemnifying Parties Party so elect elects by written notice delivered to the Indemnified Party within 20 a reasonable period of time (not to exceed 10 business days in any event) after receiving the Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also not have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any Third-Party Claim unless the assertion of liability by a third party unless such assertion with respect thereto is in writing, and ; (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party is materially prejudiced by such failure; and (iii) each Party shall not be liable for attorneys fees and expenses incurred cooperate with any other Party in all ways reasonably requested by such other Party in connection with the Indemnified defense of any such Third-Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable ClaimClaims. With respect to any assertion of liability by a third party Third-Party Claim that results in an Indemnifiable Claima claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim. (b) In the event that such the Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Party fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claimany Third-Party Claim within the Response Period, the Indemnified Party or its affiliates shall have the right to undertake the defensedefend, compromisecompromise or settle such Third-Party Claim on behalf, or settlement of such action on behalf of and for the account, expense, and at the risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section 4.4 to the contrary, : (i) if there is a reasonable probability that an Indemnifiable a Third-Party Claim may materially and adversely affect the an Indemnified Party or its affiliatessubsidiaries or other Affiliates (as defined in Section 3.2(b), above), other than as a result of money damages or other money payments, then the Indemnified Party or its affiliates shall have the right right, at the cost and expense of the Indemnifying Party, to participate in such defensedefend, compromise, or settlement settle such Third-Party Claim; and such (ii) the Indemnifying Parties Party shall not, without the Indemnified Party's ’s prior written consent (which consent shall not be unreasonably withheld)consent, settle or compromise any Indemnifiable Third-Party Claim or consent to entry of any judgment in respect thereof of any Third-Party Claim unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party (and its subsidiaries and other Affiliates (as defined in Section 3.2(b), above)) of a release from all liability in respect of such Indemnifiable Third-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V IV with respect to Company Seller Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates Tekgraf or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders Seller (such Claims claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties Party within 60 30 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties Party so elect elects by written notice delivered to the Indemnified Party within 20 15 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such that the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys attorneys' fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 15 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of the Indemnifying Party, but the Indemnified Party shall not, without the Indemnifying Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party and the Indemnifying PartiesParty a release from all liability in respect of such Indemnifiable Claim. (c) Notwithstanding anything in this Article V IV to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliatesParty, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such settlement, but the Indemnifying Parties Party shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Purchaser, its respective officers, directors or affiliates or the Seller or any party hereto of the Members determines to seek indemnification under this Article 8 with respect to Indemnifiable Claims (the party seeking such indemnification is hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party; provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the later of November 30, 2000 or the termination, pursuant to Section 8.1(a) hereof, of the representation and warranties upon which such Indemnifiable Claim(s) are based. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (ba) In the event that such the Indemnifying PartiesParty, within 20 twenty (20) days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall notify the Indemnifying Party of such failure, whereupon the Indemnifying Party shall have ten (10) additional days to assume the defense of the Indemnifiable Claim, after the expiration of which the Indemnified Party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (cb) Notwithstanding anything in this Article V Section to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party or its affiliatesParty, the Indemnified Party or its affiliates shall have the right to participate participate, at its own cost and expense, in such defense, compromise, or settlement and such the Indemnifying Parties Party shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines shall notify a party to seek indemnification this Agreement (the party seeking such indemnification hereinafter referred to as the "“Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"”) under this Article V with respect to Company Indemnifiable Claims where any matter (a “Third Party Claim”) that may give rise to a claim for indemnification against any other party to this Agreement (the Indemnified “Indemnifying Party”) or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesClaim), then the Indemnified Party shall give notice to promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the Indemnifying Parties within 60 days part of the Indemnified Party becoming aware of in notifying any such Indemnifiable Claim or of facts upon which Indemnifying Party shall relieve the Indemnifying Party from any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is obligation hereunder unless (and then reasonably available solely to the Indemnified Party. In case any such liability extent) the Indemnifying Party is asserted against thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party or against a Third Party Claim with counsel of its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 20 days a reasonable time after receiving the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences (which will include, without limitation, all losses, claims, liens, and attorneys’ fees and related expenses) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only monetary damages and does not seek an injunction or equitable relief, (iv) settlement of, or adverse judgment with respect to the Third Party Claim is not, in the good faith judgment of the Indemnified Party's notice, likely to assume establish a precedential custom or practice adverse to the defense thereof with counsel satisfactory to continuing business interests of the Indemnified Party. Notwithstanding , and (v) the foregoingIndemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party or may retain separate co-counsel at its affiliates shall also have sole cost and expense and participate in the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense defense of the Indemnified Third Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation will not consent to give any notice the entry of any assertion judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of liability by a third party unless such assertion is in writing, the Indemnifying Party (which will not be unreasonably withheld) and (iii) the rights Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying Parties, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall will not be unreasonably withheld). (d) In the event or to the extent that any of the conditions set forth in Section 11.3(b) above is or becomes unsatisfied, settle or compromise any Indemnifiable Claim or however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim and any matter it may deem appropriate in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to its sole discretion and the Indemnified Party a release from all liability need not consult with, or obtain any consent from, any Indemnifying Party in respect connection therewith (but will keep the Indemnifying Party reasonably informed regarding the progress and anticipated cost thereof), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the cost of such Indemnifiable defending against the Third Party Claim (including attorneys’ fees and expenses), (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 11, and (iv) the Indemnifying Party shall be deemed to have waived any claim that its indemnification obligation should be reduced because of the manner in which the counsel for the Indemnified Party handled the Third Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Purchaser determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V IX with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any existence of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred a claim giving rise to herein as "Indemnifiable Claims") Damages resulting from the assertion of liability by third parties, the Indemnified Party Purchaser shall give notice to the Indemnifying Parties Seller within 60 days of the Indemnified Party Purchaser becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyPurchaser. In case any such liability is asserted against the Indemnified Party or its affiliatesPurchaser, and the Indemnified Party Purchaser notifies the Indemnifying Parties Seller thereof, the Indemnifying Parties Seller will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party Purchaser within 20 15 days after receiving the Indemnified PartyPurchaser's notice, to assume the defense thereof with counsel satisfactory to the Indemnified PartyPurchaser. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates Purchaser shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Purchaser unless the Indemnified Party or its affiliates Purchaser shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Purchaser, and any Indemnifying Party Seller with respect to such Indemnifiable ClaimIdentifiable Claim or there are or may be legal defenses available to Purchaser, which are different from or additional to those available to Seller or a difference of position or potential difference of position exists between Seller and Purchaser, that would make such separate representation advisable in the reasonable opinion of counsel to Purchaser, in which case the fees and expenses of such counsel will be borne by such Indemnifying PartiesSeller, (ii) the Indemnified Party Purchaser shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates Purchaser to be indemnified hereunder in respect of Indemnifiable Identifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are Seller is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Identifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such Indemnifying PartiesSeller, within 20 15 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Identifiable Claim, falls to assume the defense of the Indemnified Party or its affiliates Purchaser against such Indemnifiable Identifiable Claim, the Indemnified Party or its affiliates Purchaser shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying PartiesSeller. (c) Notwithstanding anything in this Article V IX to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates Purchaser shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties Seller shall not, without the Indemnified PartyPurchaser's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Identifiable Claim or consent to entry of any judgment document in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party Purchaser a release from all liability in respect of such Indemnifiable Identifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Buyer, Parent or Seller determines to seek indemnification under this Article VII with respect to Indemnifiable Claims (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties Party within 60 30 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying Parties, Party and (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. (b) In the event that such the Indemnifying PartiesParty, within 20 days after receipt of the aforesaid notice of an Indemnifiable Claim fail Claim, fails to assume the defense of the Indemnified Party or its affiliates against such Indemnifiable Claim, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, compromise or settlement of such action on behalf of and for the account, expense, account and risk of such the Indemnifying PartiesParty. (c) Notwithstanding anything in this Article V Section to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect the Indemnified Party Party, other than as a result of money damages or its affiliatesother money payments, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, compromise or settlement and such the Indemnifying Parties Party shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the An Indemnified Party shall give written notice to the Indemnifying Parties Indemnitor within 60 10 days after it has actual knowledge of commencement or assertion of any action, proceeding, written demand, complaint or claim by a third party (collectively, “Third Party Claims”) in respect of which the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the may seek indemnification under Section 4.1. Such notice shall set forth state the nature and basis of such material information with respect thereto as is then reasonably available Third Party Claim and the events and the amounts thereof to the Indemnified Partyextent known. In case Any failure to so notify the Indemnitor shall not relieve the Indemnitor from any such liability is asserted against that the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered Indemnitor may have to the Indemnified Party within 20 days after receiving the Indemnified Party's noticeunder this Article 4, to assume the defense thereof with counsel satisfactory except to the Indemnified Party. Notwithstanding extent the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give such notice pursuant to materially and adversely prejudices the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionIndemnitor. (b) In case any such action, proceeding or claim is brought against an Indemnified Party, so long as Indemnitor has acknowledged in writing to the event that Indemnified Party Indemnitor’s unqualified liability for such Indemnifying PartiesThird Party Claim pursuant to this Section 4.5 within 5 days of receiving notice thereof, within 20 days after receipt the Indemnitor shall be entitled to participate in and (unless in the reasonable judgment of the aforesaid notice Indemnified Party a conflict of an Indemnifiable interests between it and the Indemnitor may exist in respect of such Third Party Claim fail or such Third Party Claim entails a material risk of criminal penalties or civil fines or non-monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (any such claim, a “Third Party Penalty Claim”)) to assume the defense thereof, with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnified Party, and after timely notice from the Indemnified Party to the Indemnitor of its election so to assume the defense thereof, but subject to clause (c) below, the Indemnitor shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; (d) Upon making any indemnity payment (other than any indemnity payment relating to Taxes), the Indemnitor will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party against any third party, except third parties that provide insurance coverage to the Indemnified Party or its affiliates against such Indemnifiable ClaimAffiliates, the Indemnified Party or its affiliates shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of such Indemnifying Parties. (c) Notwithstanding anything in this Article V to the contrary, (i) if there is a reasonable probability that an Indemnifiable Claim may materially adversely affect the Indemnified Party or its affiliates, the Indemnified Party or its affiliates shall have the right to participate in such defense, compromise, or settlement and such Indemnifying Parties shall not, without the Indemnified Party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of the indemnified costs to which the indemnity payment relates. Without limiting the generality or effect of any other provision hereof, each such Indemnifiable ClaimIndemnified Party and the Indemnitor shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above described subrogation rights, and otherwise cooperate in the prosecution of such claims at the direction of the Indemnitor. Nothing in this Section 4.5 will be construed to require any Party to obtain or maintain any insurance coverage.