Common use of Right to Contest Claims of Third Parties Clause in Contracts

Right to Contest Claims of Third Parties. (i) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action or suit brought by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 (an “Asserted Liability”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (iii) The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel and at its own expense. (iv) The Indemnifying Party and the Indemnified Party shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an The Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party assertswithin twenty (20) Business Days following receipt of notice thereof, to investigate, contest, assume the defense of or settle any claim or demand made, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action Proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article VIII (an a “Asserted LiabilityThird Party Claim”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability Third Party Claim unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release of executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party for all liability with respect to such Asserted Liability from any Liability, or (iiiii) the Indemnified Party has shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. If requested The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of for any period during which the Indemnifying Party, cooperate with reasonable requests Party has failed to assume the defense thereof and for any period during which the interests of the Indemnifying Party and its counsel in contesting any Asserted LiabilityIndemnified Party may conflict, including, if appropriate and related giving rise to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than right of the Indemnified Party to employ counsel of its own choosing. Whether or its Affiliates). If not the Indemnifying Party fails to undertake shall have assumed the defense of the Asserted Liability reasonably promptlysuch Third Party Claim, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle settle, compromise or compromise pay any Asserted Liability Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)Party. (iiib) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that Third Party Claim which it has not elected to defend assume the defense of with its own counsel and at its own expense. (ivc) The Indemnifying Party Purchaser and the Indemnified Party Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability Third Party Claim (except to the extent that such action would result in a loss of attorney-attorney client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article XVI (an “Asserted Liability”), the Indemnified Party Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, 16.3 be delivered as promptly as practicable after an action such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss in connection with such Asserted Liability is commenced against claim, but the amount of reimbursement to which the Indemnified PartyParty is entitled shall be reduced to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Notice. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle assume the defense and control of any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Article XVI; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that choosing. Any election by an Indemnifying Party to assume the defense of an Asserted Liability must be delivered by the Indemnifying Party shall bear the cost of such counsel if to the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more within 30 days after receipt of those the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party in respect to send such notice within such 30 day period shall be deemed an election not to assume the defense of the such Asserted Liability); and. The Indemnifying Party shall be authorized to consent to a settlement of, provided furtheror the entry of any judgment arising from, that any Asserted Liability as to which the Indemnifying Party shall not settle any Asserted Liability unless has assumed the defense without the consent of the Indemnified Party, but only to the extent that (ii)(A) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate terms, (B) the Indemnifying Party obtains a complete release of for the Indemnified Party for all liability with respect to such Asserted Liability Liability, (C) such settlement does not involve a class action claim or a claim which alleges bad faith on the part of the Indemnified Party and (D) such settlement would not be reasonably expected to result in an adverse effect on the reputation, licenses or regulatory status of the Indemnified Party; or (ii) the Indemnified Party has shall have, in its sole discretion, consented to the terms of such settlement. If reasonably requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, reasonably cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake has assumed the defense of the an Asserted Liability reasonably promptlyand is in compliance with its obligations under this Section 16.4 (or if the 30-day period described in this Section 16.4(b) has not yet elapsed), the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle consent to a settlement of, or compromise the entry of any judgment arising from, any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (Party, which shall consent may not be unreasonably withheld withheld, conditioned or delayed). (iiic) The In the event that the Indemnifying Party may assumes the defense of an Asserted Liability, the Indemnifying Party shall be entitled to participate in (but not to control) the defense of any such Asserted Liability that it has not elected to defend with its own counsel and at its own expense; provided, however, that the Indemnifying Party shall bear the reasonable fees, costs and expenses of one (1) such separate counsel if (i) an actual or potential conflict of interest makes representation by the same counsel inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. The Indemnifying Party shall be liable for the reasonable fees and expenses of external counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of an Asserted Liability. (ivd) The Indemnifying Party Ceding Company and the Indemnified Party Reinsurer shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (iA) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action or suit brought an Action instituted by any Person not a party to this Agreement (a “Third "Third-Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 12 (an “"Asserted Liability”"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 12.7 hereof, be delivered as promptly as practicable and in any event no later than twenty (20) Business Days after an action in connection with such Asserted Liability is commenced against actually known to the Indemnified Party. The failure to deliver a Claims Notice with respect to an Asserted Liability within twenty (20) Business Days of the Indemnified Party's receipt of written notice of such Asserted Liability shall not release the Indemnifying Party from any of its obligations under this Section 12, except to the extent the Indemnifying Party is materially prejudiced by such failure. (iiB) (i) The Indemnifying Party shall have the rightshall, upon written receipt of such notice to and upon its notifying the Indemnified Party in writing that it shall, either unconditionally or subject to a reservation of rights, indemnify the Indemnified Party in respect of such matter, be entitled to participate in or, at the Indemnifying Party's option, to investigateassume at its own expense the defense, contest, defend appeal or settle any settlement of such Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that such indemnity has been invoked with counsel of its own choosing (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is shall be reasonably satisfactory to the Indemnified Party), and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent fully cooperate with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to connection therewith including contesting such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant; provided, however, that if the Indemnifying Party assumes the defense, appeal or any cross-complaint against any Person settlement of such Asserted Liability, (other than i) the Indemnifying Party shall reimburse the Indemnified Party for out of pocket expenses incurred by the Indemnified Party (such as travel costs, but not internal time charges) and (ii) if, in the reasonable opinion of counsel to the Indemnified Party, an actual conflict of interest exists between the Indemnifying Party and the Indemnified Party in respect of such Asserted Liability, the Indemnified Party shall be entitled to employ one counsel to represent itself, and in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party. An Indemnified Party is hereby authorized prior to the date on which its receives written notice from the Indemnifying Party that it intends to assume the defense, appeal or settlement of such Asserted Liability, to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its Affiliates)interest or that of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party; provided that, prior to filing such motion, answer or other pleading or taking such other action, the Indemnified Party shall have made reasonable efforts to consult with the Indemnifying Party. In the event that the Indemnifying Party fails to assume the defense, appeal or settlement of such Asserted Liability within twenty (20) days after receipt of notice thereof from the Indemnified Party, such Indemnified Party shall have the right to undertake the defense or appeal of or settle or compromise such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, unless and until the Indemnifying Party notifies the Indemnified Party that it has elected to assume such defense, appeal or settlement. If the Indemnifying Party fails to undertake assume the defense defense, appeal or settlement of the such Asserted Liability reasonably promptlyand the Indemnified Party undertakes such defense, appeal or settlement, the Indemnified Party mayshall, at its option and at upon the request of the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of keep the Indemnifying Party (which shall not be unreasonably withheld or delayed)advised of relevant developments on a timely basis. (iii) The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel and at its own expense. (iv) The Indemnifying Party and the Indemnified Party shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article VII (an “Asserted Liability”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, shall be delivered as promptly as is reasonably practicable after an action such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for Losses in connection with such Asserted Liability claim, but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claims Notice been timely delivered. (iib) The Subject to Sections 7.5(e), (f) and (g) below, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party, through representatives and counsel of its own choosing, which counsel shall be reasonably acceptable to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnifying Party has irrevocably acknowledged to the Indemnified Party is entitled to in writing its indemnification obligation pursuant to this Section 8.3Article VII; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate Participate Fully (as defined below) in the investigation, contesting, defense or and settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the choosing. The Indemnifying Party shall not settle any Asserted Liability unless unless: (i) the terms of such settlement is on exclusively monetary terms call only for a payment by the Indemnifying Party; and provides as an unconditional term an immediate release do not involve any admission or finding of any violation of Applicable Law by the Indemnified Party for all liability with respect to such Asserted Liability or its Affiliates, or the imposition of equitable remedies on the Indemnified Party or its Affiliates, or the imposition of any other obligation or limitation on the Indemnified Party or its Affiliates; or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any reasonable counterclaim against the Third Party Claimant, or any cross-cross complaint against any Person (other than the Indemnified Party or its Affiliates). If Unless and until the Indemnifying Party fails elects to undertake the defense of defend the Asserted Liability reasonably promptlyLiability, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriateappropriate and the Indemnifying Party shall be bound by any final, unappealable determination made with respect to such Asserted Liability; provided, however, that unless otherwise expressly permitted hereunder, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (Party, which shall not be unreasonably withheld or delayed)withheld. (iiic) The Indemnifying Party may participate shall be entitled to Participate Fully in (but not to control) the defense of any Asserted Liability that which it has not elected to defend with its own counsel and at its own expense. As used in this Agreement, “Participate Fully” shall entitle the participating party (the “Participating Party”) to participate fully in the defense of such claim with internal counsel or with outside counsel reasonably acceptable to the controlling party, and the controlling party shall permit counsel for the Participating Party to attend all significant internal meetings, all meetings with representatives of plaintiffs, hearings and the like, except that the controlling party may, in its business discretion, determine the participants for meetings with representatives of Governmental Entities with respect to governmental Actions, claims and demands under clause (g) below, in each case subject to such guidelines for participation as the controlling party shall reasonably establish. Counsel for a Participating Party also shall be given a reasonable opportunity to comment upon all memoranda of law, pleadings and briefs and other documents relating to the Third Party Claim, and the controlling party and its counsel shall give reasonable consideration to the comments of counsel for the Participating Party. If the Indemnified Party participates in the defense of a Third Party Claim for which it is not the controlling party, the expenses of the counsel for the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense or settlement of Third Party Claims for which the Indemnified Party is not the controlling party, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out of pocket expenses incurred in connection with the cooperation requested by the Indemnifying Party. (ivd) The Indemnifying Party and the Indemnified Party parties hereto shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate as to any applicable lawmaterial matter) and shall cooperate with each other in the defense thereof. (e) With respect to any Asserted Liability by a Third Party Claimant constituting the Assumed Portion of any Eligible Liabilities or the portion of any Eligible Liabilities that are Excluded Liabilities and as to which Buyer’s Applicable Percentage is 20%, Sellers shall have the option to control the defense and settlement of any Action relating to such Eligible Liability as if, for purposes of paragraphs (b), (c) and (d) of Section 7.5, Sellers were the Indemnifying Party rather than the Indemnified Party; provided, however, that Sellers shall select as counsel in any such defense attorneys from the firms identified on Schedule 7.5(e) or other counsel mutually acceptable to the parties and that Buyer, at its option and at its own expense, may Participate Fully in the investigation, contesting, defense and settlement of any such Eligible Liability. With respect to any Asserted Liability by a Third Party Claimant constituting the Assumed Portion of any Eligible Liabilities or the portion of any Eligible Liabilities that are Excluded Liabilities and as to which Buyer’s Applicable Percentage is more than 20%, Buyer shall have the option to control the defense and settlement of such Action as if, for purposes of paragraphs (b), (c) and (d) of Section 7.5, Buyer were the Indemnifying Party rather than the Indemnified Party, provided, however, that as to any Action where Buyer’s Applicable Percentage is 80% or less, Buyer shall select as counsel in such defense attorneys from the firms identified in Schedule 7.5(e) or other counsel mutually acceptable to the parties and Sellers, at their option and own expense, may Participate Fully in the investigation, contesting, defense and settlement of any such Eligible Liability. (f) If a Third Party Claimant (other than a Governmental Entity) institutes an Action, claim or demand involving both Excluded Liabilities and Assumed Liabilities (other than Assumed Portion of the Eligible Liabilities), (i) Sellers shall have the option to control the defense and settlement of such Action, claim or demand as if, for purposes of paragraphs (b), (c) and (d) of Section 7.5, Sellers were the Indemnifying Party, if the aggregate Losses as a result of such Action, claim or demand are predominantly attributable to Excluded Liabilities and (ii) Buyer shall have the option to control the defense and settlement of such Action, claim or demand as if, for purposed of paragraphs (b), (c) and (d) of Section 7.5, Buyer were the Indemnifying Party, if the aggregate Losses as a result of such Action, claim or demand are predominantly attributable to Assumed Liabilities; provided, however, that the controlling party shall select as counsel in any such defense attorneys from the firms identified on Schedule 7.5(e) or other counsel mutually acceptable to the parties and that the non-controlling party, at its own option and its own expense, may Participate Fully in the investigation, contesting, defense or settlement of any such Action, claim or demand. In the event that the Buyer and Sellers are unable to agree as to whether such aggregate Losses are predominantly attributable to Excluded Liabilities or Assumed Liabilities, such dispute shall be resolved promptly by arbitration in accordance with the procedures set forth on Schedule 7.5(f). Each party hereto shall cooperate in good faith to facilitate prompt resolution of any dispute submitted to arbitration pursuant to this Section 7.5(e). (g) If a Third Party Claimant which is a Governmental Entity institutes an Action involving both Excluded Liabilities and Assumed Liabilities, Buyer shall have the option to control the defense and settlement of any such Action as if, for purposes of paragraphs (b), (c) and (d) of Section 7.5, Buyer were the Indemnifying Party; provided, however, that Buyer shall select as counsel in any such defense attorneys from the firms identified on Schedule 7.5(e) or other counsel mutually acceptable to the parties and that Sellers, at their option and at their own expense, may Participate Fully in the investigation, contesting, defense or settlement of any such Action and provided, further, that if any of Sellers are parties to such Action, CIGNA shall have the option by written notice to Buyer to jointly control such Action. In the event of joint control of any Action, each of Buyer and CIGNA shall cooperate with other in the defense and settlement of such Action, with each free to settle without the consent of the other. (h) Sellers and their Affiliates will have reasonable access, during normal business hours and without undue disruption of Buyer’s and its Affiliates’ business, to the books and records of Buyer and its Affiliates to the extent relating to Excluded Liabilities and to the personnel of Buyer engaged in the Business. Buyer and its Affiliates will have reasonable access, during normal business hours and without undue disruption of Sellers’ and their Affiliates’ business, to the books and records of Sellers and their Affiliates to the extent relating to Assumed Liabilities and to the personnel of Sellers who have been engaged in the Business.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss liability with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article XI or (ii) the Company has become aware of any circumstance that could result in a claim for indemnification by the Reinsurer hereunder with respect to any Extra Contractual Obligation described in clauses (v) through (viii) of the definition of “Extra Contractual Obligation” (regardless of whether any claim or demand has been made, or any action, proceeding or investigation has been instituted by a Third Party Claimant with respect to such Extra Contractual Obligation), (each, an “Asserted Liability”), the Indemnified Party Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, 11.3 be delivered as promptly as practicable after an action such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a liability in connection with such Asserted Liability is commenced against claim, but the amount of reimbursement to which the Indemnified PartyParty is entitled shall be reduced to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Notice. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss liability with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; Article XI, provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives Representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (ii)(A) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate terms, (B) the Indemnifying Party obtains a complete release of for the Indemnified Party for all liability with respect to such Asserted Liability Liability, (C) such settlement does not involve a class action claim or a claim which alleges bad faith on the part of the Indemnified Party and (D) such settlement would not be reasonably expected to result in an adverse effect on the reputation, licenses or regulatory status of the Indemnified Party; or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If Unless and until the Indemnifying Party fails elects to undertake the defense of defend the Asserted Liability reasonably promptlyLiability, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense, expense to do so in such manner as it deems appropriate; , provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld). (iiic) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has is not elected to defend defending with its own counsel and at its own expense. (ivd) The Indemnifying Party Company and the Indemnified Party Reinsurer shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person person not a party to this Agreement (a “Third Party Claimant”) that may result in an Administrator Loss with respect to which Administrator is entitled to indemnification pursuant to Section 13.1(b) hereof or a Company Loss with respect to which the Indemnified Party would be Company is entitled to indemnification pursuant to this Section 8.3 13.1(a) hereof (an “Asserted Liability”), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party’s right to indemnification for losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party’s losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Liability; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 Business Days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10-day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend defend, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 13.3, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) Administrator and the Company shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article XIII (an “Asserted Liability”), the Indemnified Party Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, 13.3 be delivered as promptly as practicable after an action such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss in connection with such Asserted Liability is commenced against claim, but the amount of reimbursement to which the Indemnified PartyParty is entitled shall be reduced to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Notice. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle assume the defense and control of any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; Article XIII, provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that choosing. Any election by an Indemnifying Party to assume the defense of an Asserted Liability must be delivered by the Indemnifying Party shall bear the cost of such counsel if to the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more within 30 days after receipt of those the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party in respect to send such notice within such 30 day period shall be deemed an election not to assume the defense of the such Asserted Liability); and. The Indemnifying Party shall be authorized to consent to a settlement of, provided furtheror the entry of any judgment arising from, that any Asserted Liability as to which the Indemnifying Party shall not settle any Asserted Liability unless has assumed the defense without the consent of the Indemnified Party, but only to the extent that (ii)(A) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate terms, (B) the Indemnifying Party obtains a complete release of for the Indemnified Party for all liability with respect to such Asserted Liability Liability, (C) such settlement does not involve a class action claim or a claim which alleges bad faith on the part of the Indemnified Party and (D) such settlement would not be reasonably expected to result in an adverse effect on the reputation, licenses or regulatory status of the Indemnified Party; or (ii) the Indemnified Party has shall have, in its sole discretion, consented to the terms of such settlement. If reasonably requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, reasonably cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake has assumed the defense of the an Asserted Liability reasonably promptlyand is in compliance with its obligations under this Section 13.4 (or if the 30-day period described in this Section 13.4(b) has not yet elapsed), the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle consent to a settlement of, or compromise the entry of any judgment arising from, any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (Party, which shall consent may not be unreasonably withheld withheld, conditioned or delayed). (iiic) The In the event that the Indemnifying Party may assumes the defense of an Asserted Liability, the Indemnifying Party shall be entitled to participate in (but not to control) the defense of any such Asserted Liability that it has not elected to defend with its own counsel and at its own expense; provided, however, that the Indemnifying Party shall bear the reasonable fees, costs and expenses of one (1) such separate counsel if (i) an actual or potential conflict of interest makes representation by the same counsel inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. The Indemnifying Party shall be liable for the reasonable fees and expenses of external counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of an Asserted Liability. (ivd) The Indemnifying Party Ceding Company and the Indemnified Party Reinsurer shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action or suit brought an Action instituted by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article XV (an “"Asserted Liability”"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 15.6 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after an action in connection with such Asserted Liability is commenced against actually known to the Indemnified Party. The failure to deliver a Claims Notice with respect to an Asserted Liability within ten (10) Business Days of the Indemnified Party's receipt of written notice of such Asserted Liability shall not release the Indemnifying Party from any of its obligations under this Article XV except to the extent the Indemnifying Party is materially prejudiced by such failure. (iii) The Indemnifying Party shall have the rightshall, upon written receipt of such notice to and upon its notifying the Indemnified Party in writing that it shall, either unconditionally or subject to a reservation of rights, indemnify all Indemnified Parties in respect of such matter, be entitled to participate in or, at the Indemnifying Party's option, to investigateassume at its own expense the defense, contest, defend appeal or settle any settlement of such Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that such indemnity has been invoked with counsel of its own choosing (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is shall be reasonably satisfactory to the Indemnified Party), and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent fully cooperate with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to connection therewith including contesting such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant; provided, however, that if the Indemnifying Party assumes the defense, appeal or any cross-complaint against any Person settlement of such Asserted Liability, (other than i) the Indemnifying Party shall reimburse the Indemnified Party for out of pocket expenses incurred by the Indemnified Party (such as travel costs, but not internal time charges) and (ii) the Indemnified Party shall be entitled to employ one counsel to represent itself if an actual conflict of interest exists in the opinion of counsel to the Indemnified Party between the Indemnifying Party and the Indemnified Party in respect of such Asserted Liability and in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party (it being understood that all Indemnified Parties may employ not more than one counsel to represent them at the expense of the Indemnifying Party). Any Indemnified Party is hereby authorized prior to the date on which its receives written notice from the Indemnifying Party that it intends to assume the defense, appeal or settlement of such Asserted Liability, to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its Affiliates)interest or that of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party, provided that, prior to filing such motion, answer or other pleading or taking such other action, the Indemnified Party shall have made reasonable efforts to consult with the Indemnifying Party. In the event that the Indemnifying Party fails to assume the defense, appeal or settlement of such Asserted Liability within twenty (20) days after receipt of notice thereof from the Indemnified Party, such Indemnified Party shall have the right to undertake the defense or appeal of or settle or compromise such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, unless and until the Indemnifying Party notifies the Indemnified Party that it has elected to assume such defense, appeal or settlement. If the Indemnifying Party fails to undertake assume the defense defense, appeal or settlement of the such Asserted Liability reasonably promptlyand the Indemnified Party undertakes such defense, appeal or settlement, the Indemnified Party mayshall, at its option and at upon the request of the Indemnifying Party’s expense, to do so keep the Indemnifying Party advised of relevant developments on a timely basis. (ii) Except as set forth in such manner as it deems appropriate; providedSection 15.7 (b)(i), however, that no claim or demand may be settled by the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld delayed or delayedwithheld. Unless the claim or demand seeks only dollar damages (all of which are to be paid by the Indemnifying Party), no such claim or demand may be settled by the Indemnifying Party without the consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (iii) The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel Seller and at its own expense. (iv) The Indemnifying Party and the Indemnified Party Purchaser shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Section 8.3 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying 129 Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10 day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend, or which it does not have the right to defend under paragraph (b) of this Section 7.03, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 7.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) Purchaser and Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Section 8.3 7.01(a) hereof or a CLIC Loss with respect to which CLIC is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10 day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend, or which it does not have the right to defend under paragraph (b) of this Section 7.03, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 7.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) Purchaser and CLIC shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (i) If an a. The Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party assertsParty, to investigate, contest, assume the defense of or settle any claim or demand made, or may in the future seek to assertany Proceeding or investigation instituted, a claim for indemnification hereunder because of any action, cause of action or suit brought by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article X (an a “Asserted LiabilityThird Party Claim”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third Party Claim through representatives Representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the choosing, cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)and expense; and, and provided further, that the Indemnifying Party shall not settle any Asserted Liability Third Party Claim unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. If requested by the Indemnifying Party, the Indemnified Party willwill cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim or, if appropriate and related to the Third Party Claim in question, in making at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-cross complaint against any Person (other than the Indemnified Party or its Affiliates). If The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party fails has failed to undertake assume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above). Whether or not the Indemnifying Party shall have assumed the defense of the Asserted Liability reasonably promptlysuch Third Party Claim, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle settle, compromise or compromise pay any Asserted Liability Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)Party. (iii) b. The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that Third Party Claim which it has not elected to defend assume the defense of with its own counsel and at its own expense. (iv) The Indemnifying Party c. Purchaser and the Indemnified Party Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability Third Party Claim (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a LLANY Loss with respect to which the Indemnified Party would be LLANY is entitled to indemnification pursuant to this Section 8.3 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10 day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend, or which it does not have the right to defend under paragraph (b) of this Section 7.03, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 7.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) LLANY and Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss liability with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article IX (an “"Asserted Liability”"), the Indemnified Party Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 3 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after an action such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification hereunder for a liability in connection with such Asserted Liability claim, but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's resultant liabilities would have been less had such Claims Notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss liability with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; Article IX, provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimantthird party claimant, or any cross-complaint compliant against any Person (other than the Indemnified Party or its Affiliatesaffiliates). If Unless and until the Indemnifying Party fails elects to undertake the defense of defend the Asserted Liability reasonably promptlyLiability, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense, 's expense to do so in such manner as it deems appropriate; , provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld). (iiic) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has not elected to defend with its own counsel and at its own expense. (ivd) The Indemnifying Party Company and the Indemnified Party REALIC shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action actin would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person person not a party to this Agreement (a “Third Party Claimant”) that may result in an Administrator Loss with respect to which Administrator is entitled to indemnification pursuant to Section 13.l(b) hereof or a Company Loss with respect to which the Indemnified Party would be Company is entitled to indemnification pursuant to this Section 8.3 13.l(a) hereof (an “Asserted Liability”), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party’s right to indemnification for losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party’s losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Liability; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 Business Days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10-day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend defend, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 13.3, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) Administrator and the Company shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an ---------------------------------------- Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Section 8.3 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall deliver to give the Indemnifying Party a Claims Notice reasonably prompt notice thereof, but in no event shall such notice be given later than 30 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect thereto, which Claims Notice shall, to an Asserted Liability in accordance with a timely manner shall not be deemed a waiver of the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 20 days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the twenty (20) day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend defend, with its own counsel and at its own expense. If the Indemnifying Party seeks to question (i) the manner in which the Indemnified Party defended an Asserted Liability with respect to which the Indemnifying Party elected, or is deemed to have elected, not to defend or (ii) the amount or nature of any settlement entered into by the Indemnified Party in connection with such Asserted Liability, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such Asserted Liability in a reasonably prudent manner. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 7.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection therewith. (f) Purchaser and Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss liability with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article XI or (ii) the Company has become aware of any circumstance that could result in a claim for indemnification by the Reinsurer hereunder with respect to any Extra Contractual Obligation described in clauses (v) through (viii) of the definition of “Extra Contractual 35 Obligation” (regardless of whether any claim or demand has been made, or any action, proceeding or investigation has been instituted by a Third Party Claimant with respect to such Extra Contractual Obligation), (each, an “Asserted Liability”), the Indemnified Party Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, 11.3 be delivered as promptly as practicable after an action such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a liability in connection with such Asserted Liability is commenced against claim, but the amount of reimbursement to which the Indemnified PartyParty is entitled shall be reduced to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Notice. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss liability with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; Article XI, provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives Representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (ii)(A) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate terms, (B) the Indemnifying Party obtains a complete release of for the Indemnified Party for all liability with respect to such Asserted Liability Liability, (C) such settlement does not involve a class action claim or a claim which alleges bad faith on the part of the Indemnified Party and (D) such settlement would not be reasonably expected to result in an adverse effect on the reputation, licenses or regulatory status of the Indemnified Party; or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If Unless and until the Indemnifying Party fails elects to undertake the defense of defend the Asserted Liability reasonably promptlyLiability, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense, expense to do so in such manner as it deems appropriate; , provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld). (iiic) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has is not elected to defend defending with its own counsel and at its own expense. (ivd) The Indemnifying Party Company and the Indemnified Party Reinsurer shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (i) If an Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because of any action, cause of action or suit brought a claim made by any Person claimant not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 (an “Asserted Liability”)Agreement, the Indemnified Party shall deliver give the other party or parties reasonably prompt notice thereof, but in no event more than three (3) business days after said assertion is actually known to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) . The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the and using counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and to investigate, secure, contest or settle the claim alleged by such third party (B) hereinafter called a "Third-Party Claim"), provided that the Indemnified Party may, at its option and may participate voluntarily at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third-Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party choice. Except as expressly provided otherwise in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); andthis Section 5.3, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability Third-Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Indemnifying, Party (which shall not be unreasonably withheld or delayed). (iiiwithheld) The unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control -------------------------------------------------------------------------------- ORIGINAL CONFIDENTIAL. PAGE: 14 Asset Purchase Agreement World Diagnostics,Inc. Health Tech International, Inc. Initial: Initial: of the defense of such Third-Party Claim after notification thereof as provided in this Section 5.3. Except as provided otherwise in the immediately preceding paragraph with regard to the Indemnified Party's voluntary participation, the Indemnifying Party shall bear all costs of such Tnird-Party Claim and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses of such Third-Party Claim. Unless and until the Indemnifying Party elects to defend the Third-Party Claim the Indemnified Party shall have the full right, at its option, to do so and to look to the Indemnifying Party under the provisions of this Agreement for the amount of the costs, if any, of defending the Contest. The failure of the Indemnifying Party to respond in writing to the aforesaid notice Of the Indemnified Party with respect to such Third-Party Claim within ten (10) business days after receipt thereof shall be deemed an election not to defend the same. If the Indemnifying Party does not assume the defense of any such Third-Party Claim, including any litigation resulting therefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, setting such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not to control) the defense of any Asserted Liability that it has not elected to defend such action, with its own counsel and at its own expense. (iv) The Indemnifying Party and the Indemnified Party shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.-------------------------------------------------------------------------------- ORIGINAL CONFIDENTIAL. PAGE: 15 Asset Purchase Agreement World Diagnostics,Inc. Health Tech International, Inc. Initial: Initial:

Right to Contest Claims of Third Parties. Subject to Sections 7.4 and 10.8: (ia) If an Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article X (an “Asserted Liability”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, thereto in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party10.6. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Article X subject to a reservation of rights; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the choosing. The Indemnifying Party shall not settle consent to the entry of any judgment or enter into any settlement with respect to the Asserted Liability without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such judgment or proposed settlement (i) such settlement except with respect to the Covered Litigation, is on exclusively monetary terms for which the Indemnifying Party is exclusively liable (except for the deductible), (ii) does not impose any ongoing liability, limitation or obligation on the Indemnified Party, (iii) does not require the Indemnified Party to admit fault with respect to the Asserted Liability and provides as an unconditional term an immediate (iv) includes a full release of the Indemnified Party for all liability with respect to such the Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlementLiability. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, will reasonably cooperate with reasonable requests of the Indemnifying Party and its counsel (with the Indemnified Party’s expenses deemed to be Losses), in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If Unless and until the Indemnifying Party fails elects to undertake the defense of defend the Asserted Liability reasonably promptlyLiability, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle settle, compromise or compromise pay any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld withheld) if such settlement imposes any ongoing liability, limitation or delayed)obligation on the Indemnifying Party (other than the payment of Losses under this Agreement) or requires the Indemnifying Party to admit fault with respect to the Asserted Liability. (iiic) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has not elected to defend with its own counsel and at its own expense. (ivd) The Indemnifying Party Company, Purchaser and the Indemnified Party Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof. (e) Notwithstanding any provision of this Section 10.7 to the contrary, any Asserted Liability with respect to Taxes shall be governed by the provisions of Section 7.3(c) and Section 7.3(d).

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of an action or suit brought instituted by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article VIII (an “Asserted Liability”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is be entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for participate in or, at the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party’s option, and (B) the Indemnified Party may, at its option and assume at its own expenseexpense the defense, participate in the investigation, contesting, defense or appeal and settlement of any such Asserted Liability through representatives and thereof with counsel of its own choosing (it being understood that which counsel shall be reasonably acceptable to the Indemnifying Party shall bear the cost of such counsel if Indemnified Party), and the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent shall reasonably cooperate with one or more of those of the Indemnifying Party in respect of the Asserted Liability); andconnection therewith. In any event, provided further, that if the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release elects to assume control of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Partymatter, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related right to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (iii) The Indemnifying Party may participate in (but not control) the defense of any such Asserted Liability that with separate counsel, if it has not elected to defend with its own counsel and desires, at its own expense. (ivb) The Any settlement or compromise of such Asserted Liability by the Indemnifying Party and shall require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided that no such consent shall be required as long as it is solely a monetary settlement (that will be paid by the Indemnifying Party in its entirety in accordance with the terms hereof) that provides a full release of the Indemnified Party with respect to such matter and does not contain an admission of liability on the part of the Indemnified Party. Unless the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall control the defense of such claim with counsel of its choice and the Indemnifying Party shall be required to pay all reasonable costs and reasonable expenses incurred by the Indemnified Party in connection with such matter; provided, however, that in the event the Indemnified Party controls the defense of any such claim, the Indemnified Party shall not be permitted to settle or compromise any such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (c) The Stockholders’ Representative and the Parent shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof. (d) With respect to the 401(k) Remediation as to matters as to the Internal Revenue Service or any other governmental authority, the provisions of Sections 8.6(a) and (b) shall not apply, and the terms of Section 7.3(f) shall control the resolution of such matters.

Right to Contest Claims of Third Parties. (ia) If Subject to Section 10.04 hereof, if an Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 10.01 hereof without regard to the dollar limitations set forth in Section 10.01 (an “"Asserted Liability”"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 10.02 hereof, be delivered no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to an Asserted Liability in a timely manner as promptly as practicable after an action specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability Liability, but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the failure to deliver a Claims Notice with respect to an Asserted Liability within twenty (20) Business Days of the Indemnified Party's receipt of written notice of such Asserted Liability shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Asserted Liability. (iib) The Subject to Section 10.04 hereof, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.310.01 hereof; provided provided, that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by The failure of the Indemnifying PartyParty to provide the above-mentioned written notice to the Indemnified Party within thirty (30) days after receipt of a Claims Notice with respect to an Asserted Liability shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; providedPROVIDED, howeverHOWEVER, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the thirty (30) day period referred to above. (iiic) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend, or as to which it does not have the right to defend under Section 10.03(b) or 10.04(a), with its own counsel and at its own expense. If the Indemnifying Party seeks to question (i) the manner in which the Indemnified Party defended an Asserted Liability with respect to which the Indemnifying Party elected, or is deemed to have elected, not to defend or (ii) the amount or nature of any settlement entered into by the Indemnified Party in connection with such Asserted Liability, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such Asserted Liability in a reasonably prudent manner. (ivd) The Except as provided in the first sentence of Section 10.03(b), and subject to the provisions of Section 10.04 hereof, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (e) Purchaser and Seller shall, and Purchaser shall cause Newco to, make mutually available to each other all non-privileged relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Except with respect to Tax Claims, which are addressed in Section 9.04, the Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party assertsParty, to investigate, contest, assume the defense of or settle any claim or demand made, or may in the future seek to assertany Proceeding instituted, a claim for indemnification hereunder because of any action, cause of action or suit brought by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article X (an a “Asserted LiabilityThird Party Claim”); provided that the Indemnifying Party may not assume control of the defense of a Third Party Claim (i) involving alleged criminal liability, or (ii) in which equitable relief is sought against the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss but only with respect to which the Indemnified part of any Third Party is entitled to indemnification pursuant to this Section 8.3; provided Claim seeking equitable relief), provided, further, that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the choosing, cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)and expense; andprovided, provided further, that the Indemnifying Party shall not settle any Asserted Liability Third Party Claim unless (iA) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate for a full release of the Indemnified Party for all liability with respect to such Asserted Liability or (iiB) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. If requested by the Indemnifying Party, the Indemnified Party willwill cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim or, if appropriate and related to the Third Party Claim in question, in making at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, Claimant or any cross-cross complaint against any Person Person. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party (x) for any period during which the Indemnifying Party has failed (or is not permitted) to assume the defense thereof (other than during the period prior to the time the Indemnified Party or its Affiliates). If shall have given notice of the Third Party Claim as provided above) and (z) if the Indemnifying Party fails to undertake has assumed the defense of the Asserted Liability reasonably promptlythereof, the if Indemnified Party mayreasonably concludes, at its option and at upon the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, howeveradvice of counsel, that the Indemnified Party has one or more defenses that are inconsistent with one or more of those available to the Indemnifying Party in respect of any Third Party Claim. Whether or not the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall not settle settle, compromise or compromise pay any Asserted Liability Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld or delayed). (iiib) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that Third Party Claim which it has not elected to defend assume the defense of with its own counsel and at its own expense. (ivc) The Indemnifying Party Purchaser, on the one hand, and each Seller, on the Indemnified Party other hand, shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability Third Party Claim (except to the extent that such action would result in a loss of attorney-attorney client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof. (d) Any payment under Section 9.03 or this Article X shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be made by wire transfer of immediately available funds to such account or accounts as the Indemnified Party shall designate to the Indemnifying Party in writing. (e) Following the Closing, except for fraud and intentional misrepresentation, the indemnities provided for in Section 9.03 and this Article X shall be the exclusive remedies of the Parties, the Seller Indemnitees and the Purchaser Indemnitees for any breach of or inaccuracy in any representation or warranty and any breach, non-fulfillment or default in the performance of any of the covenants or agreements contained in this Agreement, and the Parties shall not be entitled to rescission of this Agreement or to any further contract, tort or indemnification rights or claims of any nature whatsoever in respect thereof, all of which the Parties hereby waive; provided that, this Section 10.04(e) shall not operate to interfere with or impede the operation of any covenant or agreement of the Parties that, by its terms, provides for performance following the Closing, or with respect to a Party’s right to seek equitable remedies (including specific performance or injunctive relief) for a breach or threatened breach thereof pursuant to Section 11.14.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a an Administrator Loss with respect to which the Indemnified Party would be Administrator is entitled to indemnification pursuant to this Section 8.3 10.1(b) or a Separate Account Loss with respect to which Provident or the Separate Account is entitled to indemnification pursuant to Section 10.1(a) (an “Asserted Liability”a "Third Party Claim"), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable practicable, but in no event later than ten (10) Business Days after an action such Third Party Claim is actually known to the Indemnified Party. Failure to deliver notice with respect to a Third Party Claim in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability Third Party Claim but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability the Third Party Claim; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlementchoosing. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in defending and contesting any Asserted LiabilityThird Party claim, including, or if appropriate and related to the Asserted Liability Third Party claim in question, in making any counterclaim against the Third Party ClaimantClaim, or any cross-complaint against any such Person (other than the Indemnified Party or its Affiliates). If The failure of the Indemnifying Party fails to undertake respond in writing to proper notice of a Third Party Claim within ten days after receipt thereof shall be deemed an election not to defend the defense of same. Unless and until the Asserted Liability reasonably promptlyIndemnifying Party elects to defend the Third Party Claim, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Third Party Claim (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) The Indemnified Party shall not settle or compromise any Asserted Liability Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the ten-day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that Third Party Claim which it has elected, or is deemed to have elected, not elected to defend, or which it does not have the right to defend under Section 10.3(b), with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of Section 10.3(b), the Indemnifying Party shall bear all costs of defending any Third Party Claim and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Third Party Claim. (f) Administrator and Provident shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability Third Party Claim (except to the extent that such action would result in a loss of attorney-attorney- client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereofprivilege).

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Section 8.3 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10 day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend, or which it does not have the right to defend under paragraph (b) of this Section 7.03, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 7.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) Purchaser and Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article 7 (an “Asserted Liability”a "Third Party Claim"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof7.3, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after an action such Third Party Claim is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Asserted Liability claim, but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; provided, that the failure to deliver a Claims Notice with respect to a Third Party Claim within twenty (20) Business Days of the Indemnified Party's receipt of written notice of such Third Party Claim shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Third Party Claim. (iii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability Third Party Claim that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Article 7; provided provided, that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability Third Party Claim unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingThird Party Claim or, if appropriate and related to the Asserted Liability Third Party Claim in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If The failure of the Indemnifying Party fails to undertake provide the defense above-mentioned written notice to the Indemnified Party within ten (10) Business Days after receipt of a Claims Notice with respect to a Third Party Claim shall be deemed an election not to defend the Asserted Liability reasonably promptlysame. Unless and until the Indemnifying Party elects to defend the Third Party Claim, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense's expense to the extent that the applicable Deductible has been exhausted, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld withheld) during the ten (10) Business Day period referred to above after the receipt of a Claims Notice, or delayed)thereafter in a manner that would cause any applicable Deductible to be exhausted. (iiiii) The Notwithstanding Section 7.4(b)(i), the Indemnified Party shall have the right to investigate, contest, defend or settle any Third Party Claim falling under Section 7.2(a)(i) or (b)(i), as the case may be, so long as the Losses that could reasonably be expected to result from such Third Party Claim, together with all Losses under any other Third Party Claim falling under such Sections over which the Indemnified Party has retained control pursuant to this Section 7.4(b)(ii), would not exceed the Deductible. In the event that an Indemnified Party retains control over any Third Party Claim pursuant to this Section 7.4(b)(ii): (A) the Indemnifying Party may shall have the right to participate in (but not control) the defense of such Third Party Claim; (B) the Indemnified Party shall not settle or compromise such Third Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld); and (C) the Indemnified Party shall not be entitled to any indemnification for any amounts by which the actual Losses resulting from such Asserted Liability that Claims exceeds, in the aggregate, the Deductible. (c) The Indemnifying Party shall be entitled to participate in (but not to control) the defense of any Third Party Claim which it has elected, or is deemed to have elected, not elected to defend, or as to which it does not have the right to defend under Section 7.4(b), with its own counsel and at its own expense. (ivd) The Except as provided in the first sentence of Section 7.4(b), the Indemnifying Party shall bear all costs of defending any Third Party Claim and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Third Party Claim. (e) Purchasers and the Sellers shall make mutually available to each other (or to Provident or Parent, as applicable) all relevant information in their possession relating to any Asserted Liability Third Party Claim (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof. (f) In the event that any party, or any Affiliate thereof, becomes aware of, or any Person brings, or threatens to bring, an action, proceeding or investigation with respect to, any defect affecting a plan in which a Qualified Contract is held (a "Plan Defect"), the parties shall cooperate in identifying actions that may be necessary or desirable in order to cure or otherwise address such Plan Defect, including, without limitation, the modification, amendment or replacement of such plan, and Sellers shall have the right to take such necessary corrective actions relating thereto as such Sellers shall identify; provided that Sellers shall not take any action to which Purchasers reasonably object on the grounds that the proposed action would adversely affect the ability of such plan to continue investing in such Qualified Contract, would require changes to such Qualified Contract adverse to Purchasers, or otherwise adversely affect Purchasers' relationship with the sponsor of such plan, without the prior written consent of Purchasers, which consent shall not be unreasonably withheld or delayed. Provident and Sellers shall use commercially reasonable efforts to determine, as soon as practicable after the date of this Agreement, and in any event prior to Closing, whether any Plan Defects exist and shall keep Parent reasonably apprised of the results of their investigation; provided that Provident and Sellers shall not be required to disclose any information subject to the attorney-client privilege. Parent and Purchasers shall not seek to replace any plan under which any Qualified Contracts are presently held until such time as Provident or any Seller shall notify Parent or any Purchaser that it has determined that such plan does not contain a Plan Defect, or that any such Plan Defect has been cured or otherwise addressed.

Right to Contest Claims of Third Parties. (i) If an Section 10.4.1 The Indemnifying Party shall have the right, but not the obligation, upon written notice to be provided to the Indemnified Party assertswithin thirty (30) after the Indemnifying Party’s receipt of the relevant Claims Notice, to investigate, contest, assume the defense of or settle any claim or demand made, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action proceeding or suit brought investigation instituted, by any Person person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article X (an a “Asserted LiabilityThird Party Claim”); provided, that the Indemnifying Party (a) acknowledges in writing to the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, that any Losses that may be delivered as promptly as practicable after an action assessed in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Third Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to Claim constitute Losses for which the Indemnified Party is entitled to indemnification will be indemnified pursuant to this Section 8.3; provided that Article X without contest or objection, and (Ab) the appoints counsel for the Indemnifying Party who conducts the defense of such claim or litigation is the Third Party Claim reasonably satisfactory to the Indemnified Party; provided further, and (B) that the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third Party Claim through representatives Representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the choosing, cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)and expense; and, and provided further, that the Indemnifying Party shall not settle any Asserted Liability Third Party Claim unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability terms, or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. The Indemnified Party will have no Liability with respect to any compromise or settlement of, or the entry of any judgment arising from, any settlement effected without its consent. If requested by the Indemnifying Party, the Indemnified Party willwill cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim or, if appropriate and related to the Third Party Claim in question, in making at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-cross complaint against any Person person. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnified Party or its Affiliatesshall have given notice of the Third Party Claim as provided above). If Provided the Indemnifying Party fails to undertake shall have assumed the defense of the Asserted Liability reasonably promptlysuch Third Party Claim, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle settle, compromise or compromise pay any Asserted Liability Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld or delayed). If the Indemnified Party is controlling the defense of a Third Party Claim, the Indemnified Party has the right in good faith to settle, compromise or pay any Third Party Claim for which it seeks indemnification hereunder without prior notice to or consent of the Indemnifying Party. (iii) Section 10.4.2 The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that Third Party Claim which it has not elected to defend assume the defense of with its own counsel and at its own expense. (iv) The Section 10.4.3 Notwithstanding the foregoing, in no event may the Indemnifying Party and the Indemnified Party shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss assume, maintain control of attorney-client privilege or would violate any applicable law) and shall cooperate with each other participate in the defense thereofof any Third Party Claim involving criminal liability, Taxes or in which any relief other than monetary damages is sought against the Indemnified Party.

Right to Contest Claims of Third Parties. (i) 10.5.1 If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action or suit brought by any Person person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 (an “"Asserted Liability”"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 10.4 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) 10.5.2 The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Section; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)own; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) Liability, and the Indemnified Party has consented to the other terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party may, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (iii) 10.5.3 The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel and at its own expense. (iv) 10.5.4 The Indemnifying Party and the Indemnified Party shall make mutually available to each other all relevant information in their possession not protected under confidentiality agreements relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (i) If an a. Except as provided in Article IX, the Indemnifying Party shall have the right, but not the obligation, upon written notice to the Indemnified Party assertswithin twenty (20) Business Days following receipt of notice thereof, to investigate, contest, assume the defense of or settle any claim or demand made, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action Proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 Article X (an a “Asserted LiabilityThird Party Claim”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability Third Party Claim unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof, (ii)such settlement includes a complete and irrevocable general release of executed by all Persons who brought such Third Party Claim, which release shall release the Indemnified Party for all liability with respect to such Asserted Liability from any Liability, or (iiiii) the Indemnified Party has shall have consented in writing to the terms of such settlement, which consent shall not be unreasonably withheld or delayed. If requested The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of for any period during which the Indemnifying Party, cooperate with reasonable requests Party has failed to assume the defense thereof and for any period during which the interests of the Indemnifying Party and its counsel in contesting any Asserted LiabilityIndemnified Party may conflict, including, if appropriate and related giving rise to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than right of the Indemnified Party to employ counsel of its own choosing. Whether or its Affiliates). If not the Indemnifying Party fails to undertake shall have assumed the defense of the Asserted Liability reasonably promptlysuch Third Party Claim, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle settle, compromise or compromise pay any Asserted Liability Third Party Claim for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)Party. (iii) b. The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that Third Party Claim which it has not elected to defend assume the defense of with its own counsel and at its own expense. (iv) c. The Indemnifying Party Purchaser and the Indemnified Party each Seller or Remainco, as applicable, shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability Third Party Claim (except to the extent that such action would result in a loss of attorney-attorney client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”"THIRD PARTY CLAIMANT") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article X without regard to the dollar limitations set forth in Section 8.3 10.01 (an “Asserted Liability”"ASSERTED LIABILITY"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 10.02 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such claim, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; provided, that the failure to deliver a Claims Notice with respect to an action Asserted Liability within twenty (20) Business Days of the Indemnified Party's receipt of written notice of such Asserted Liability shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Asserted Liability is commenced against the Indemnified PartyLiability. (iii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Article X; provided provided, that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If The failure of the Indemnifying Party fails to undertake provide the defense above-mentioned written notice to the Indemnified Party within ten (10) Business Days after receipt of a Claims Notice with respect to an Asserted Liability shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability reasonably promptlyLiability, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense's expense to the extent that the applicable $30 million deductible under Section 10.01(c) hereof has been exhausted, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld withheld) during the ten (10) Business Day period referred to above after the receipt of a Claims Notice, or delayed)thereafter in a manner that would cause any applicable $30 million deductible under Section 80 10.01(c) hereof to be exhausted. (iiiii) The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel and at its own expense. (iv) The Indemnifying Party and Notwithstanding Section 10.03(b)(i), the Indemnified Party shall make mutually available have the right to each other all relevant information in their possession relating to investigate, contest, defend or settle any Asserted Liability falling under Section 10.01(a)(i) or (except b)(i), as the case may be, other than any such Asserted Liability that the Indemnified Party asserts or may thereafter assert is not subject to the extent applicable $30 million deductible under Section 10.01(c) because of the proviso to the first or the second sentence of Section 10.01(c), as the case may be, so long as the Losses that could reasonably be expected to result from such action Asserted Liability, together with all Losses under any other Asserted Liability falling under such Sections over which the Indemnified Party has retained control pursuant to this Section 10.03(b)(ii), would result not exceed the $30 million "deductible" provided for in a loss of attorney-client privilege or would violate any applicable lawSection 10.01(a)(i) and shall cooperate with each other in (b)(i). In the defense thereof.event that an Indemnified Party retains control over any Asserted Liability pursuant to this Section 10.03(b)(ii):

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Section 8.3 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect theretoParty, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10 day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend, or which it does not have the right to defend under paragraph (b) of this Section 7.03, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 7.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) Purchaser and Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (i) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action or suit brought by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 10.3 (an “Asserted Liability”), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 10.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.310.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (iii) The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel and at its own expense. (iv) The Indemnifying Party and the Indemnified Party shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (i) If an Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because of any action, cause of action or suit brought a claim made by any Person claimant not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 (an “Asserted Liability”)Agreement, the Indemnified Party shall deliver give the other party or parties reasonably prompt notice thereof, but in no event more than ten (10) business days after said assertion is actually known to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) ; provided, however, that the right of an Indemnified Party to be indemnified hereunder in respect of claims made by a third party shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the and using counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and to investigate, secure, contest or settle the claim alleged by such third party (B) hereinafter called a "Third-Party Claim"), provided that the Indemnified Party maymay participate voluntarily, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third-Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); choice, and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of unconditionally acknowledges to the Indemnified Party for all liability in writing his or its obligation to indemnify the Indemnified Party with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms all elements of such settlement. If requested Third-Party Claim, and posts a bond in an appropriate amount and that any action by the Indemnifying Party, Party relating to the Third-Party Claim shall be without prejudice to the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the The Indemnified Party shall not settle or compromise any Asserted Liability Third-Party Claim for which it seeks is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (iiiwithheld) The unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such Third-Party Claim after notification thereof as provided in this Section 7.5. Except as provided otherwise in the immediately preceding sentence, the Indemnifying Party shall bear all costs of such Third-Party Claim and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses of such Third-Party Claim. Unless and until the Indemnifying Party elects to defend the Third-Party Claim, the Indemnified Party shall have the full right, at its option, to do so and to look to the Indemnifying Party under the provisions of this Purchase Agreement for the amount of the costs, if any, of defending the Contest. The failure of the Indemnifying Party to respond in writing to the aforesaid notice of the Indemnified Party with respect to such Third-Party Claim within twenty (20) days after receipt thereof shall be deemed an election not to defend the same. If the Indemnifying Party does not assume the defense of any such Third-Party Claim, including any litigation resulting therefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not to control) the defense of any Asserted Liability that it has not elected to defend such action, with its own counsel and at its own expense. (iv) The . If the Indemnifying Party and thereafter seeks to question the manner in which the Indemnified Party defended such Third-Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such Third-Party Claim in a reasonably prudent manner. The parties hereto shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorneyThird-client privilege or would violate any applicable law) Party Claim and shall cooperate with each other in the defense thereof.. 20

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek is entitled to assert, indemnification hereunder with respect to a claim for indemnification hereunder because resulting from or arising out of the assertion of Liability or any other claim or the commencement of any actionsuit, cause of action or suit brought proceeding asserted by any claimant other than a Buyer Indemnified Person not or a party to this Agreement Seller Indemnified Person hereunder (each a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 (an “Asserted LiabilityClaim”), the Indemnified Party shall deliver to give the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable reasonably prompt notice thereof after an action in connection with such Asserted Liability is commenced against receipt by the Indemnified Party. (ii) The Party of written notice of such Third Party Claim; provided, however, that the right of a person to be indemnified hereunder in respect of Third Party Claims shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually prejudiced thereby. Except as otherwise provided in this Section 7.5, the Indemnifying Party shall then have the right, upon written notice to the Indemnified Party (a “Defense Notice”) within twenty (20) days after receipt from the Indemnified Party of notice of such Third Party Claim, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Third Party is entitled to indemnification pursuant to this Section 8.3; Claim, provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory written notice shall only be deemed to the Indemnified Partybe a “Defense Notice” hereunder, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear only be entitled to investigate, contest or settle such Third Party Claim, if, in such written notice, the cost of such counsel if Indemnifying Party has unconditionally acknowledged to the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of writing its obligation to indemnify and to keep indemnified in full the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability persons to be indemnified hereunder with respect to such Asserted Liability Third Party Claim and to discharge in full any cost or (ii) the Indemnified Party has consented to the terms expense arising out of such settlement. If requested by investigation, contest or settlement and, in the case where Seller is the Indemnifying Party, the Indemnified Party will, at the sole cost and expense has provided evidence of its wherewithal to assume such defense. Notwithstanding the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related ’s election to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake assume the defense of the Asserted Liability reasonably promptlya Third Party Claim, the Indemnified Party may, at its option and at shall have the Indemnifying Party’s expense, right to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (iii) The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend such Third Party Claim with its own counsel and at its own expense. (iv) The , unless separate representation is necessary to avoid a conflict of interest, in which case such representation shall be at the expense of the Indemnifying Party. In the event that the Indemnifying Party and shall fail to deliver the Defense Notice to the Indemnified Party within said 20-day period, (i) the Indemnified Party shall have the right to undertake sole control over said defense, compromise, or, subject to the provisions set forth below, settlement of such Third Party Claim, (ii) the Indemnifying Party will reasonably cooperate with and, at its sole expense, make mutually available to the Indemnified Party such assistance and materials as it may reasonably request, and (iii) the Indemnifying Party may at its sole expense participate in (but not control) the defense assisted by counsel of its own choosing, and the Indemnifying Party, if it is required to provide indemnification under this Agreement, will be liable for all costs, including reasonable attorneys’ fees and expenses, and settlement amounts paid or incurred in connection therewith. The Parties shall make available to each other all relevant information in their possession relating to any Asserted Liability (except such Third Party Claim and shall render to the extent that each other such action would result in a loss assistance as they may reasonably require of attorney-client privilege or would violate any applicable law) each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense thereof. (b) In the event that the Indemnifying Party delivers a Defense Notice with respect to such Third Party Claim within twenty (20) days after receipt thereof and thereby elects to conduct the defense of the subject claim, (i) the Indemnifying Party shall be entitled to have control over said defense and, subject to the provisions set forth below, settlement of the subject claim, (ii) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, (iii) the Indemnified Party shall have the rights at its expense to participate in the defense assisted by counsel of its own choosing and

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder under this Article 11 because of any action, cause of action or suit brought a claim made by any Person claimant not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss and not affiliated with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 (an “Asserted Liability”)any of such parties, the Indemnified Party shall deliver to the give each Indemnifying Party a Claims Notice with respect theretoreasonably prompt notice thereof, which Claims Notice shall, but in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable any event not more than ten (10) business days after an action in connection with such Asserted Liability said assertion is commenced against actually made to the Indemnified Party; provided, however, that the right of an Indemnified Party to be indemnified hereunder in respect of claims made by a third party shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is materially prejudiced thereby. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the and using counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and to investigate, secure, contest or settle the claim alleged by such third party (Bhereinafter called a "Third-Party Claim"), provided that (i) the Indemnified Party mayshall be entitled to conduct its own defense at the cost and expense of the Indemnifying Party if such Indemnified Party can establish, at by reasonable evidence, that the conduct of its option defense by the Indemnifying Party would reasonably be likely to materially prejudice such Indemnified Party due to the nature of any claims or counterclaims presented or by virtue of a material conflict between the interest of such Indemnified Party and the Indemnifying Party, and (ii) the Indemnified Party may participate voluntarily, at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability Third-Party Claim through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choice; and, provided further, that the Indemnifying Party unconditionally acknowledges to the Indemnified Party in writing its obligation to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim. (c) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), settle or consent to entry of any Asserted Liability unless (i) such judgment or enter into any compromise or settlement is on exclusively monetary terms and provides of an action or portion of an action relating to the Indemnified Party which does not include as an unconditional term an immediate release of thereof the giving by the claimant or plaintiff to such Indemnified Party for all liability of an unconditional release with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates)Claim. If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party may, at its option and at the Indemnifying Party’s expense, to do so in such manner as it deems appropriate; provided, however, that the The Indemnified Party shall not settle or compromise any Asserted Liability Third-Party Claim for which it seeks is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such Third-Party Claim after notification thereof as provided in this Section 11.8. (iiid) The Except as provided otherwise in Section 11.8(b)(ii), the Indemnifying Party shall bear all costs of such Third-Party Claim and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses of such Third-Party Claim. Unless and until the Indemnifying Party elects to defend the Third-Party Claim, the Indemnified Party shall have the full right, at its option, to do so and to look to the Indemnifying Party under the provisions of this Agreement for the amount of the costs, if any, of defending the Third-Party Claim. The failure of the Indemnifying Party to respond in writing to the aforesaid notice of the Indemnified Party with respect to such Third-Party Claim within twenty (20) days after receipt thereof shall be deemed an election not to defend the same. If the Indemnifying Party does not assume the defense of any such Third-Party Claim, including any litigation resulting therefrom, (i) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (ii) the Indemnifying Party shall be entitled to participate in (but not to control) the defense of any Asserted Liability that it has not elected to defend such action, with its own counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third-Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such Third-Party Claim in a reasonably prudent manner. (ive) The Indemnifying Party and the Indemnified Party parties hereto shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorneyThird-client privilege or would violate any applicable law) Party Claim and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (i) 10.5.1 If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any action, cause of action or suit brought by any Person person not a party to this Agreement ({a “"Third Party Claimant”") that may result in a Loss loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Section 8.3 (an “"Asserted Liability”'), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, shall in accordance with the provisions of Section 8.2 hereof, 10.4 hereof be delivered as promptly as practicable practical after an action in connection with such Asserted Liability is commenced against the Indemnified Party. (ii) 10.5.2 The Indemnifying Party shall have the right, right upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; Section, provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, may at its option and at its own expense, . participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives representative,,; and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) Liability, and the Indemnified Party has consented to the other terms of such settlement. settlement If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, . including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified indemnified Party may, may at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). (iii) 10.5.3 The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel and at its own expense. (iv) 10.5.4 The Indemnifying Party and the Indemnified Party shall make mutually available to each other all relevant information in their possession not protected under confidentiality agreements relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a 151 party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Section 8.3 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect theretoParty, which Claims Notice shall, in accordance with the provisions of Section 8.2 hereof, be delivered as promptly as practicable but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's losses would have been less had such notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those choosing. The failure of the Indemnifying Party to respond in respect writing to proper notice of an Asserted Liability within 10 days after receipt thereof shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability); and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has consented to the terms of such settlement. If requested by the Indemnifying Party, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, howeverincluding, that but not limited to, settling such Asserted Liability (after giving notice of the settlement to the Indemnifying Party) on such terms as the Indemnified Party deems appropriate. (c) Except as provided in the immediately preceding sentence, the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed)withheld) during the 10 day period specified above. (iiid) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend, or which it does not have the right to defend under paragraph (b) of this Section 7.03, with its own counsel and at its own expense. (ive) The Except as provided in the first sentence of paragraph (b) of this Section 7.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection with defending such Asserted Liability. (f) Purchaser and Seller shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable lawprivilege) and shall cooperate with each other in the defense thereof.

Right to Contest Claims of Third Parties. (ia) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article X without regard to the dollar limitations set forth in Section 8.3 10.01 (an “"Asserted Liability”"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 10.02 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such claim, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered; provided, that the failure to deliver a Claims Notice with respect to an action Asserted Liability within twenty (20) Business Days of the Indemnified Party's receipt of written notice of such Asserted Liability shall be deemed to be a waiver of the Indemnified Party's right to indemnification hereunder for Losses in connection with such Asserted Liability is commenced against the Indemnified PartyLiability. (iii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any Asserted Liability that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3Article X; provided provided, that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; and, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, includingLiability or, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If The failure of the Indemnifying Party fails to undertake provide the defense above-mentioned written notice to the Indemnified Party within ten (10) Business Days after receipt of a Claims Notice with respect to an Asserted Liability shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability reasonably promptlyLiability, the Indemnified Party mayshall have the right, at its option and at the Indemnifying Party’s expense's expense to the extent that the applicable $30 million deductible under Section 10.01(c) hereof has been exhausted, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld withheld) during the ten (10) Business Day period referred to above after the receipt of a Claims Notice, or delayed)thereafter in a manner that would cause any applicable $30 million deductible under Section 10.01(c) hereof to be exhausted. (iiiii) The Indemnifying Party may participate in (but not control) the defense of any Asserted Liability that it has not elected to defend with its own counsel and at its own expense. (iv) The Indemnifying Party and Notwithstanding Section 10.03(b)(i), the Indemnified Party shall make mutually available have the right to each other all relevant information in their possession relating to investigate, contest, defend or settle any Asserted Liability falling under Section 10.01(a)(i) or (except b)(i), as the case may be, other than any such Asserted Liability that the Indemnified Party asserts or may thereafter assert is not subject to the extent applicable $30 million deductible under Section 10.01(c) because of the proviso to the first or the second sentence of Section 10.01(c), as the case may be, so long as the Losses that could reasonably be expected to result from such action Asserted Liability, together with all Losses under any other Asserted Liability falling under such Sections over which the Indemnified Party has retained control pursuant to this Section 10.03(b)(ii), would result not exceed the $30 million "deductible" provided for in a loss of attorney-client privilege or would violate any applicable lawSection 10.01(a)(i) and shall cooperate with each other in (b)(i). In the defense thereof.event that an Indemnified Party retains control over any Asserted Liability pursuant to this Section 10.03(b)(ii):

Right to Contest Claims of Third Parties. (ia) If an ---------------------------------------- Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because of any a claim or demand made, or an action, cause of action proceeding or suit brought investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be is entitled to indemnification pursuant to this Section 8.3 Article VI (an “"Asserted Liability”"), the Indemnified Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 8.2 6.02 hereof, be delivered as promptly as practicable no later than 45 days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to an action Asserted Liability in a timely manner shall not be deemed a waiver of the Indemnified Party's right to indemnification for Losses in connection with such Asserted Liability but the amount of reimbursement to which the Indemnified Party is commenced against entitled shall be reduced by the amount, if any, by which the Indemnified Party's Losses would have been less had such Claims Notice been timely delivered. (iib) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, to investigate, contest, defend or settle any the Asserted Liability Liability; provided, that may result in a Loss with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 8.3; provided that (A) the counsel for the Indemnifying Party who conducts the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party, and (B) the Indemnified Party may, at its option and at its own expense, participate in the investigation, contesting, defense or settlement of any such Asserted Liability through representatives and counsel of its own choosing (it being understood that the Indemnifying Party shall bear the cost of such counsel if the Indemnified Party in good faith determines that it may have one or more defenses or counterclaims that are inconsistent with one or more of those of the Indemnifying Party in respect of the Asserted Liability)choosing; andand provided, provided further, that the Indemnifying Party shall not settle any Asserted Liability unless (i) such settlement is on exclusively monetary terms and provides as an unconditional term an immediate release of the Indemnified Party for all liability with respect to such Asserted Liability or (ii) the Indemnified Party has shall have consented to the terms of such settlement, which consent shall not unreasonably be withheld. If requested by The failure of the Indemnifying PartyParty to provide the above-mentioned written notice of an Asserted Liability within 30 days after receipt of a Claims Notice with respect to an Asserted Liability shall be deemed an election not to defend the same. Unless and until the Indemnifying Party elects to defend the Asserted Liability, the Indemnified Party will, at shall have the sole cost and expense of the Indemnifying Party, cooperate with reasonable requests of the Indemnifying Party and its counsel in contesting any Asserted Liability, including, if appropriate and related to the Asserted Liability in question, in making any counterclaim against the Third Party Claimant, or any cross-complaint against any Person (other than the Indemnified Party or its Affiliates). If the Indemnifying Party fails to undertake the defense of the Asserted Liability reasonably promptly, the Indemnified Party mayright, at its option and at the Indemnifying Party’s 's expense, to do so in such manner as it deems appropriate; provided, however, that the Indemnified Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder during such 30 day period without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld). (iiic) The Indemnifying Party may shall be entitled to participate in (but not to control) the defense of any Asserted Liability that which it has elected, or is deemed to have elected, not elected to defend defend, with its own counsel and at its own expense. If the Indemnifying Party seeks to question (i) the manner in which the Indemnified Party defended an Asserted Liability with respect to which the Indemnifying Party elected, or is deemed to have elected, not to defend or (ii) the amount or nature of any settlement entered into by the Indemnified Party in connection with such Asserted Liability, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such Asserted Liability in a reasonably prudent manner. (ivd) The Except as provided in the first sentence of paragraph (b) of this Section 6.03, the Indemnifying Party shall bear all costs of defending any Asserted Liability and shall indemnify and hold the Indemnified Party harmless against and from all costs, fees and expenses incurred in connection therewith. (e) Lincoln and UNUM shall make mutually available to each other all relevant information in their possession relating to any Asserted Liability (except to the extent that such action would result in a loss of attorney-client privilege or would violate any applicable law) and shall cooperate with each other in the defense thereof.