Common use of Procedures Regarding Third Party Claims Clause in Contracts

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser and Seller with respect to indemnification hereunder regarding claims by third parties shall be as follows: (a) Promptly after receipt by Purchaser or Seller, as the case may be, of notice of the commencement of any action or proceeding or the assertion of any claim by a third person, which the party receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”) shall give notice of such action, proceeding or claim to the party against whom indemnification is sought (the “Indemnifying Party”), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense after such assumption at the Indemnified Party’s own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided that such settlement is paid in full by the Indemnifying Party and will not have any continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may assume and control the defense of and contest such action, proceeding or claim with counsel chosen by it. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and the Seller with respect to indemnification hereunder regarding claims by third parties persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, person which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”"INDEMNIFIED PARTY") shall give a written notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “Indemnifying Party”"INDEMNIFYING PARTY"), setting forth in reasonable detail the nature of such action action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 9.2 or 9.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided PROVIDED, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action action, proceeding or claim and enter into any monetary compromise or settlement; providedPROVIDED, howeverHOWEVER, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate toaction, proceeding or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claimaction, proceeding or actionclaim, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and Seller the Sellers and the Shareholders with respect to indemnification hereunder regarding claims by third parties persons shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “Indemnifying Party”"INDEMNIFYING PARTY"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.2 or 10.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided PROVIDED that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; providedPROVIDED, howeverHOWEVER, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other party all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be --------------------------------------- followed by Purchaser the Buyer and the Seller with respect to indemnification hereunder regarding claims by third parties persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a Tax audit) or the assertion of any claim by a third person, person which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give a written ----------------- notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting ------------------ forth in reasonable detail the nature of such action action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party; provided, however, that failure to give such -------- ------- notice promptly shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent it or he shall have been materially prejudiced by such failure. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages and is a matter other than a tax audit, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 9.2 or 9.3 hereof, as the case may be, and (iii) the Indemnifying Party shall be, in the reasonable judgment of the Indemnified Party, able to adequately satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided that such settlement is paid in full by , subject to the Indemnifying Party and will not have any continuing material adverse effect upon consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; providedsettlement which is dispositive of the matters involved, however, in subject to the event that consent of the Indemnified Party shall settle Party, such consent not to be unreasonably withheld or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing sodelayed. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claimaction, proceeding or actionclaim, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser and Seller with respect to indemnification hereunder regarding claims by third parties shall be as follows: (a) Promptly If a third party makes a claim against an Indemnitee for which such Indemnitee intends to seek indemnification hereunder, such Indemnitee shall notify the other party or parties against whom it intends to assert such indemnification claim (in such context, an “Indemnifying Party”) in writing reasonably promptly after receipt by Purchaser or Seller, as the case may be, of notice of the commencement of any action or proceeding or the assertion against the Indemnitee of any claim by a third person, which the party receiving such notice has reason to believe may result in (a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”) shall give notice of such action, proceeding or claim to the party against whom indemnification is sought (the “Indemnifying PartyThird-Party Claim”), setting forth in reasonable detail but the nature of such action failure or claim, including copies delay so to notify the Indemnifying Party shall not relieve it of any written correspondence from obligation or liability that it may have to the Indemnitee, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such third person to such Indemnified PartyThird Party Claim is materially and adversely prejudiced thereby. (b) Subject to the provisions of Section 6.5(d), the Indemnifying Party shall have the right, upon written notice given to the Indemnitee within thirty (30) days after receipt of the notice from the Indemnitee of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at the Indemnifying Party's sole expense, in which case the provisions of Section 6.5(c) shall govern. (c) The Indemnifying Party shall select counsel reasonably acceptable to the Indemnitee to conduct the defense or handling of such Third Party Claim, and the Indemnifying Party shall defend or handle the same in consultation with the Indemnitee, shall keep the Indemnitee timely apprised of the status of such Third Party Claim, and shall not, without the prior written consent of the Indemnitee, directly or indirectly assume any position or take any action that would impose any obligation of any kind on or restrict the actions of the Indemnitee. The Indemnifying Party shall not, without the prior written consent of the Indemnitee, which consent shall not be entitledunreasonably withheld or delayed, consent to entry of any judgment or administrative order, or enter into any settlement or compromise intended to bind the Indemnitee that: (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability with respect to such Third Party Claim, (ii) requires any admission of wrongdoing on the part of, or payment of funds by, the Indemnitee, (iii) grants any injunctive or equitable relief, or (iv) would, in the good faith judgment of the Indemnitee, be likely to establish a precedential custom or practice that is materially adverse to the continuing business interests of the Indemnitee. The Indemnitee shall cooperate with the Indemnifying Party and shall be entitled to participate in the defense or handling of any Third Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, to assume and control such defense with counsel chosen by in the event the Indemnifying Party fails to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling, then the provisions of Section 6.5(d) shall govern. (d) If the Indemnifying Party does not give written notice to the Indemnitee within thirty (30) days after receipt of notice from the Indemnitee of any Third Party Claim, of the Indemnifying Party's election to assume the defense or handling of such Third Party Claim (or if the Indemnifying Party fails to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling under Section 6.5(c) above), then the Indemnitee may, at the Indemnifying Party's expense, select counsel in connection with conducting the defense or handling of such Third Party Claim and approved by defend or handle such Third Party Claim in such manner as it may deem appropriate; provided, however, that the Indemnified Indemnitee shall keep the Indemnifying Party timely apprised of the status of such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, which approval consent shall not be unreasonably withheld or delayed. The Indemnified If the Indemnitee defends or handles such Third Party shall be entitled to participate in such defense after such assumption at the Indemnified Party’s own expense. Upon assuming such defenseClaim, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of cooperate with the matters involved; provided that such settlement is paid in full by the Indemnifying Party Indemnitee and will not have any continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may assume and control the defense of and contest such action, proceeding or claim with counsel chosen by it. The Indemnifying Party shall be entitled to participate in the defense or handling of such action, the cost of such participation to be Third Party Claim with its own counsel and at its own expense. The . (e) If the Indemnitee intends to seek indemnification hereunder other than for a Third Party Claim, then it shall notify the Indemnifying Party in writing within forty-five (45) days after its discovery of facts upon which it intends to make a claim for indemnification hereunder, but the failure or delay so to notify the Indemnifying Party shall be obligated not relieve the Indemnifying Party of any obligation or liability that the Indemnifying Party may have to pay the reasonable attorneys’ fees and expenses of the Indemnified Party Indemnitee except to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and demonstrates that the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise Indemnifying Party's ability to defend or settlement of any resolve such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its controlclaim is adversely affected thereby.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser and Seller with respect to indemnification hereunder regarding claims by third parties persons shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”) shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “Indemnifying Party”), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 8.2, 8.3, 8.4, or 8.5 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed; provided however if, in the reasonable opinion of the Indemnified Party, the counsel chosen by the Indemnifying Party has, or could reasonably be expected to have during the pendency of such proceeding, a conflict of interest, the Indemnified Party shall have the right to request different counsel reasonably selected by Indemnified Parties to represent the Indemnified Party, the fees and expenses of which shall be paid as incurred by the Indemnifying Party. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at its own expense except as provided in the Indemnified Party’s own expenseprevious sentence. Upon assuming such defense, the Indemnifying Party shall have full rights to not enter into any settlement without the written consent of the Indemnified Party unless (i) the settlement provides solely for the payment of monetary compromise or settlement damages which is dispositive of the matters involved; provided that such settlement involved and is paid in full by the Indemnifying Party on the effective date of the settlement and will (ii) the settlement does not have involve an admission of any continuing material adverse effect upon liability by the Indemnified Party and (iii) the settlement does not involve any restriction or limitation on the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ fees and expenses of the Indemnified Party as such fees and expenses are incurred but only to the extent that such fees and expenses relate to claims as to which indemnification is due under Section Sections 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 8.2, 8.3, 8.4, or Section 8.2 8.5 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its controlcontrol except that neither party shall be required to reveal attorney-client related information where such disclosure will waive the attorney-client privilege provided that the parties shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and Seller the Sellers with respect to indemnification hereunder regarding claims by third parties persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without *Confidential portions omitted and filed separately with the Commission. limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, person which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give a written notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 9.2 or 9.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action action, proceeding or claim and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate toaction, proceeding or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claimaction, proceeding or actionclaim, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and Seller the Sellers with respect to indemnification hereunder regarding claims by third parties persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, person which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”"INDEMNIFIED PARTY") shall give a written notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “Indemnifying Party”"INDEMNIFYING PARTY"), setting forth in reasonable detail the nature of such action action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms and agrees, in writing, that it is obligated hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 9.2 or 9.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided PROVIDED, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such action, proceeding or claim, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld or delayed, in which event no claim for indemnity therefor hereunder shall be waived. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense, (ii) the Indemnifying Party shall not have exercised its right to assume the defense, or (iii) the Indemnifying Party shall have lost its right to continue the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action action, proceeding or claim and enter into any monetary compromise or settlement; providedPROVIDED, howeverHOWEVER, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate toaction, proceeding or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claimaction, proceeding or actionclaim, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by the Purchaser and the Seller with respect to any third party claim, demand, suit, cause of action, or proceeding (judicial or otherwise) (collectively, a "CLAIM") which could give rise to an indemnification obligation hereunder regarding claims by third parties shall be as follows: (a) Promptly after receipt by any Purchaser Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding or the assertion of any claim Claim by a third person, party (a "THIRD-PARTY CLAIM NOTICE") which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”"INDEMNIFIED PARTY") shall give written notice of such action, proceeding or claim Claim to the party against whom indemnification hereunder is sought (the “Indemnifying Party”"INDEMNIFYING PARTY"), setting forth in reasonable detail the nature of such action or claimClaim, including copies of any written documents and correspondence from such third person party to such the Indemnified Party. (b) . The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such Claim, or, if (i) the Claim seeks (and continues to seek) solely monetary damages and (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Section 8.2 or 8.3 hereof, as the case may be, then such Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party it and approved by the Indemnified Party, Party (which approval shall not be unreasonably withheld or delayed). The Following such assumption, the Indemnified Party shall be entitled to participate in such the defense after such assumption at the Indemnified Party’s its own expense. Upon assuming such defense, the The Indemnifying Party shall have full rights may make a monetary settlement to enter into any monetary compromise or settlement which is dispositive of the matters involvedClaim; provided PROVIDED, HOWEVER, that such monetary settlement is shall be paid in full by the Indemnifying Party Party, and will not have any continuing material adverse effect upon PROVIDED, FURTHER, that the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed) shall be required if such settlement does not release the Indemnified Party from all liability with respect to such Claim. (cb) With respect to any action, proceeding or claim a Claim as to which the Indemnifying Party (i) does not have the right to assume the defense or (ii) shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim Claim with counsel chosen by itit in its sole discretion. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be Claim at its own expense. The Indemnifying Party shall be obligated to pay the all reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 or Section 8.2 hereofParty; PROVIDED, as the case may beHOWEVER, THAT THE INDEMNIFYING PARTY SHALL NOT, IN CONNECTION WITH ANY ONE SUCH CLAIM OR SEPARATE BUT SUBSTANTIALLY SIMILAR OR RELATED CLAIMS IN THE SAME JURISDICTION, ARISING OUT OF THE SAME GENERAL ALLEGATIONS OR CIRCUMSTANCES, BE LIABLE FOR THE FEES AND EXPENSES OF MORE THAN ONE SEPARATE FIRM OF ATTORNEYS (TOGETHER WITH NO MORE THAN ONE LOCAL COUNSEL) AT ANY TIME FOR SUCH INDEMNIFIED PARTY. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlementIF THE INDEMNIFIED PARTY HAS ASSUMED CONTROL OF A CLAIM PURSUANT TO THIS SECTION 8.6(b) AND PROPOSES TO SETTLE SUCH CLAIM PRIOR TO A FINAL JUDGMENT THEREON OR TO FOREGO ANY APPEAL WITH RESPECT THERETO, THEN, OTHER THAN WITH RESPECT TO NON-MONETARY SETTLEMENTS, THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNIFYING PARTY PROMPT WRITTEN NOTICE THEREOF AND THE INDEMNIFYING PARTY SHALL HAVE THE RIGHT TO PARTICIPATE IN THE SETTLEMENT OR ASSUME OR REASSUME THE DEFENSE OF SUCH CLAIM; providedSO LONG AS THE INDEMNIFYING PARTY CONFIRMS IN WRITING ITS OBLIGATION HEREUNDER TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTY WITH RESPECT TO ANY PURCHASER'S DAMAGES OR SELLER'S DAMAGES, howeverAS THE CASE MAY BE, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing soARISING OUT OF SUCH CLAIM. (dc) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defenseBOTH THE INDEMNIFYING PARTY AND THE INDEMNIFIED PARTY SHALL COOPERATE FULLY WITH ONE ANOTHER IN CONNECTION WITH THE DEFENSE, compromise or settlement of any such claimCOMPROMISE, proceeding or actionOR SETTLEMENT OF ANY CLAIM, includingINCLUDING, without limitationWITHOUT LIMITATION, by making available to the other all pertinent information and witnesses within its controlBY MAKING AVAILABLE TO THE OTHER ALL PERTINENT INFORMATION AND WITNESSES WITHIN ITS CONTROL AND EXECUTING AND DELIVERING ANY DOCUMENTS NECESSARY FOR ONE PARTY TO ACT AS A REPRESENTATIVE FOR SUCH OTHER PARTY.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser Parent, Purchaser, Seller Parent and Seller with respect to indemnification hereunder regarding claims by third parties shall be as follows: (a) Promptly after receipt by Purchaser or Seller, as the case may be, of notice of the commencement of any action or proceeding or the assertion of any claim by a third person, which the party receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”) shall give notice of such action, proceeding or claim to the party against whom indemnification is sought (the “Indemnifying Party”), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense after such assumption at the Indemnified Party’s own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided that such settlement is paid in full by the Indemnifying Party and will not have any continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may assume and control the defense of and contest such action, proceeding or claim with counsel chosen by it. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and the Seller with respect to indemnification hereunder regarding claims by third parties persons shall be as follows:. (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “Indemnifying Party”"INDEMNIFYING PARTY"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligations hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.2 or 10.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ attorneys= fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be. The Indemnified Party party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser and Seller with respect to indemnification hereunder regarding claims by third parties shall be as follows: (a) Promptly after receipt by Purchaser or Seller, as the case may be, of notice of the commencement of any action or proceeding or the assertion of any claim by any person who is not a third personparty to this Agreement or an Affiliate of a Party to this Agreement or a Representative of the foregoing (a “Third Party Claim”), which the party receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the Person(the “Indemnified Party”) shall give notice of such action, proceeding or claim to the party against whom indemnification is sought (the “Indemnifying Party”), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense after such assumption at the Indemnified Party’s own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided that such settlement is paid in full by the Indemnifying Party and will not have any continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may assume and control the defense of and contest such action, proceeding or claim with counsel chosen by it. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and the Seller with respect to indemnification hereunder regarding claims by third parties persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, person which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give a written notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 9.2 or 9.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action action, proceeding or claim and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate toaction, proceeding or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claimaction, proceeding or actionclaim, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and Seller the Sellers and the Shareholders with respect to indemnification hereunder regarding claims by third parties persons shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.2 or 10.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other party all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer Indemnitees and the Seller with respect to indemnification hereunder regarding claims by third parties persons shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, entitled at its own expense, expense to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption of defense, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section Sections 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall not settle or compromise any claims involved in without the action insofar as they relate toapproval of the Indemnifying Party, which approval shall not be unreasonably withheld or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing sodelayed. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and Seller the Sellers and the Shareholders with respect to indemnification hereunder regarding claims by third parties persons shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.2 or 10.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser Xxxxxxxxx and Seller with respect to indemnification hereunder regarding claims by third parties shall be as follows: (a) Promptly after receipt by Purchaser or Seller, as the case may be, of notice of the commencement of any action or proceeding or the assertion of any claim by a third person, which the party receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “Indemnified Party”) shall give notice of such action, proceeding or claim to the party against whom indemnification is sought (the “Indemnifying Party”), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense after such assumption at the Indemnified Party’s own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided that such settlement is paid in full by the Indemnifying Party and will not have any continuing material adverse effect upon includes an unconditional release of the Indemnified Party. (c) With respect to any action, proceeding or claim as to which the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and at the expense of the Indemnifying Party. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in settlement at the event that expense of the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be, it shall act reasonably and in good faith in doing soIndemnifying Party. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and the Seller and the Shareholder with respect to indemnification hereunder regarding claims by third parties persons shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.2 or 10.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 10.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and Seller the Sellers and Shareholders with respect to indemnification hereunder regarding claims by third parties persons shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.2 or 10.3, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, 37 proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 hereof10.3, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlementaction; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 10.2 or Section 8.2 hereof10.3, as the case may be, it the Indemnified Party shall act reasonably and in good faith in doing soobtain the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control. (e) Any Indemnified Party shall be entitled (but shall not be obligated) to make a setoff and reduction of any amounts owed by such Indemnified Party to any Indemnifying Party equal to Buyer's Damages where the Indemnified Party is a Buyer Indemnitee or Sellers' Damages where the Indemnified Party is a Seller Indemnitee.

Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser the Buyer and Seller the Sellers with respect to indemnification hereunder regarding claims by third parties persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by Purchaser any Buyer Indemnitee or SellerSeller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, person which the party person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the “"Indemnified Party”") shall give a written notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the “"Indemnifying Party”"), setting forth in reasonable detail the nature of such action action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 9.2 or 9.3 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense therein after such assumption, the costs of such participation following such assumption to be at the Indemnified Party’s its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided provided, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense or (ii) the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by itit and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ ' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action action, proceeding or claim and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate toaction, proceeding or arise out of, the same facts as gave rise to any claim for which indemnification is due under Section 8.1 Sections 9.2 or Section 8.2 9.3 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claimaction, proceeding or actionclaim, including, without limitation, by making available to the other all pertinent information and witnesses within its control.