Common use of Terms and Conditions of Indemnification Clause in Contracts

Terms and Conditions of Indemnification. The respective obliga- tions and liabilities of Purchaser and Parent to indemnify pursuant to this Article 10 shall be subject to the following terms and conditions: (i) The party seeking indemnification (the "Claimant") shall give prompt written notice to the other party (the "Indemnitor") of any state of facts which Claimant determines will give rise to a claim by the Claimant against the Indemnitor based on the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced such Indemnitor's ability to successfully defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against Claimant, with respect to which the Indemnitor may have liability under this Article 10, then if Indemnitor notifies Claimant in writing, within thirty (30) days of Claimant's notice of such action, suit or proceeding, that Indemnitor agrees that it is undertaking and will prosecute the defense of the claim under this Article 10, such action, suit or proceeding may be defended by the Indemnitor. Claimant shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at Claimant's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding, or (B) Claimant shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in this Article 10. (iii) In addition, in any event specified in clause (B) of the second sentence of subsection (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of Claimant. If Indemnitor and Claimant cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) Claimant shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor's expense, make available to Claimant and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or

Terms and Conditions of Indemnification. (a) Any Party seeking indemnification must give the other Party (provided, however, any notice due to or from a Shareholder shall be made only by or to the Shareholders’ Representative) written notice of the claim for Damages (i) stating in reasonable detail the basis on which indemnification is being asserted and the aggregate amount of the Damages or an estimate thereof, in each case to the extent known or determinable at such time, (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the nature of the misrepresentation, breach or claim to which such item is related (to the extent known or determinable at such time), (iii) specifying the provision or provisions of this Agreement under which such Damages are asserted, and (iv) including copies of all notices and documents (including court papers) served on or received by the indemnified Party (such notice a “Claim Notice”); provided, however, that no delay on the part of the indemnified party in notifying any indemnifying party (or providing all of the information described above) shall relieve the indemnifying party from any liability or obligation hereunder unless (and then solely to the extent that) the indemnifying party thereby is materially prejudiced by such failure to give timely notice or to timely provide such information. A Claim Notice may be updated and amended from time to time by delivering an updated or amended Claim Notice to other Party, so long as such update or amendment only asserts bases for Damages reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Notice. All Claims properly set forth in an original Claim Notice or any update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied. (b) The respective obliga- tions obligations and liabilities of Purchaser and Parent the Parties to indemnify pursuant to this Article 10 IX in respect of any Damages arising from a claim by a third party (a “Third-Party Claim”) shall be subject to the following additional terms and conditions: (i) The party seeking indemnification (Parent shall have the "Claimant") shall give prompt written notice right to undertake, by counsel or other representatives of its own choosing, the other party (the "Indemnitor") defense, compromise, and settlement of any state of facts which Claimant determines will give rise to a claim by the Claimant against the Indemnitor based on the indemnity agreements contained in this Article 10such Third-Party Claim; provided, stating the nature and basis of said claims and the amounts thereofhowever, that to the extent known. No failure Parent is the indemnified party, Parent shall not, without the prior written consent of the Shareholders’ Representative (such consent not to give such notice shall affect the indemnification obligations be unreasonably withheld, conditioned or delayed), consent to a compromise or settlement of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced such Indemnitor's ability to successfully defend the matter giving rise to the indemnification any claim. (ii) In the event any actionthat Parent is the indemnified party and shall elect not to undertake such defense, suit or proceeding is brought against Claimant, with respect shall fail to which the Indemnitor may have liability under this Article 10, then if Indemnitor notifies Claimant in writing, within thirty (30) days of Claimant's notice of such action, suit defend or proceeding, that Indemnitor agrees that it is undertaking and will fail to diligently prosecute the defense of such Third-Party Claim, the claim under this Article 10indemnifying party, such action, suit or proceeding may be defended by the Indemnitor. Claimant shall have the right to employ undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own counsel in any choosing; provided, however, that the indemnifying party shall not, without the prior written consent of Parent (such caseconsent not to be unreasonably withheld, but the fees and expenses conditioned or delayed), consent to a compromise or settlement of such counsel shall be at Claimant's own expense unless claim; provided, however, that Parent may withhold its consent in its sole discretion for the compromise or settlement of any claim that (x) seeks an injunction or other equitable relief against Parent, its Subsidiaries or Affiliates (including the Surviving Corporation), (y) includes any admission of guilt, culpability, fault or wrongdoing, or (z) results in money damages that are the responsibility of Parent, its Subsidiaries or Affiliates (including the Surviving Corporation). (iii) Notwithstanding anything in this Section 9.6 to the contrary, (A) in the employment event that the indemnifying party undertakes defense of such counsel and any claim, the payment of such fees and expenses both indemnified party shall have been specifically authorized by the Indemnitor right to participate in connection with the defense defense, compromise or settlement of such actionthe claim at its own cost and expense; provided that if in the reasonable opinion of counsel to the indemnified party, suit or proceeding, or (Bx) Claimant shall have reasonably concluded and specifically notified the Indemnitor that there may be specific are legal defenses available to it which an indemnified party that are different from or additional to those available to the Indemnitorindemnifying party or (y) there exists a conflict of interest between the indemnifying party and the indemnified party that cannot be waived, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope indemnifying party shall be liable for the reasonable fees and expenses of counsel to the indemnity agreements contained indemnified party in this Article 10. (iii) In addition, in any event specified in clause each jurisdiction for which the indemnified party determines counsel is required and (B) in the event the indemnifying party and the indemnified party are unable to cooperate or agree with respect to the defense, consent, settlement or compromise of any claim, the Parties shall engage an independent arbitrator to consult with the indemnifying party, the indemnified party and their respective counsels and other representatives in connection with such claim, and the decision of the second sentence arbitrator as to the defense, consent, settlement or compromise of subsection any claim shall be binding and conclusive upon the Parties to this Agreement. For purposes of this Article IX, (i) if the Shareholders comprise the indemnifying party, any references to the indemnifying party (except provisions relating to an obligation to make or a right to receive any payments) will be deemed to refer to the Shareholders’ Representative and (ii) aboveif a Shareholder Indemnified Party comprises the indemnified party, the Indemnitor, any references to the extent made necessary by such different indemnified party (except provisions relating to an obligation to make or additional defenses, shall not have the a right to direct receive any payments) will be deemed to refer to the defense Shareholders’ Representative. For the avoidance of such actiondoubt, suit in no event shall the Shareholders’ Representative have an obligation to provide any indemnification, have an obligation to pay or proceeding incur costs or expenses (other than on behalf of Claimant. If Indemnitor and Claimant cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationShareholders) or otherwise have any liability hereunder. (iv) Claimant shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor's expense, make available to Claimant and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or

Terms and Conditions of Indemnification. The respective obliga- tions obligations and liabilities of Purchaser the Company and Parent the Purchasers (each, an "Indemnifying Party") to indemnify pursuant to this Article 10 Section 11 shall be subject to the following terms and conditions: (ia) The party seeking indemnification to be indemnified (the "ClaimantIndemnified Party") shall give the Indemnifying Party prompt written notice to the other party (the "Indemnitor") of any state of facts which Claimant determines will give rise to a claim by the Claimant against the Indemnitor based on the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, to the extent knownsuch claim. No The Indemnified Party's failure to give such notice prompt notice, however, shall affect not serve to eliminate or limit the Indemnified Party's right to indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced such Indemnitor's ability to successfully defend prejudices the matter giving rise to rights of the indemnification claimIndemnifying Party. (iib) In Promptly after receipt by an Indemnified Party of notice of the event any action, suit or proceeding is brought against Claimant, with respect to which the Indemnitor may have liability under this Article 10, then if Indemnitor notifies Claimant in writing, within thirty (30) days of Claimant's notice commencement of such action, suit or proceedingproceeding for which such Indemnified Party is entitled to indemnification under this Section 11, such Indemnified Party will notify the Indemnifying Party of the commencement thereof in writing; but the failure so to notify the Indemnifying Party (i) will not relieve it from any liability under Sections 11.1 and 11.2 above except to the extent such Indemnifying Party has been materially prejudiced by such failure (including, without limitation, that Indemnitor agrees that it is undertaking and will prosecute such failure results in the defense of the claim under this Article 10, such action, suit or proceeding may be defended forfeiture by the Indemnitor. Claimant shall have the right to employ its own counsel in any such case, but the fees Indemnifying Party of substantial rights and expenses of such counsel shall be at Claimant's own expense unless defenses) and (Aii) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding, or (B) Claimant shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in this Article 10. (iii) In additionwill not, in any event specified event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided in clause (B) Sections 11.1 and 11.2 above. In case any such action is brought against any Indemnified Party, and it notifies the Indemnifying Party of the second sentence of subsection (ii) abovecommencement thereof, the IndemnitorIndemnifying Party will be entitled to participate therein and, to the extent made necessary that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if (i) the Indemnifying Party has failed to assume the defense thereof and employ such counsel or (ii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised by counsel that representation of such different or additional defensesIndemnifying Party and such Indemnified Party by the same counsel would be inappropriate under applicable standards of professional conduct due to differing interests between them, then, in each such case, the Indemnifying Party shall not have the right to direct the defense of such action, suit or proceeding action on behalf of Claimant. If Indemnitor such Indemnified Party or parties and Claimant cansuch Indemnified Party or parties shall have the right to select separate counsel to defend such action on behalf of such Indemnified Party of its election so to assume the defense thereof and the reasonable approval by such Indemnified party of counsel appointed to defend such action, the Indemnifying Party will not agree on a mechanism be liable to such Indemnified Party under this Section 11 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Indemnified Parties, (ii) the Indemnifying Party has authorized in writing the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party or (iii) the Indemnifying Party shall have failed to assume promptly after notice of the institution of such action the defense of matters extending beyond such action or retain counsel reasonably satisfactory to the scope Indemnified Party. After such notice from the Indemnifying Party to such Indemnified Party, the Indemnifying Party will not be liable for the costs and expenses of indemnificationany settlement of such action effected by such Indemnified Party without the consent of the Indemnifying Party, such matters which consent shall not be defended on the basis of joint consultationunreasonably withheld or delayed. (ivc) Claimant The Indemnified Party shall be kept fully informed by the Indemnitor Indemnifying Party of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor Indemnifying Party shall, at the IndemnitorIndemnifying Party's expense, make available to Claimant the Indemnified Party and its attorneys and accountants all books and records of the Indemnitor Indemnifying Party relating to such proceedings oror litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (d) The Indemnifying Party shall make no settlement of any claims which such Indemnifying Party has undertaken to defend, without the Indemnified Party's consent unless the Indemnifying Party fully indemnifies the Indemnified Party for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against the Indemnified Party and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnified Party. However, in the event the Indemnifying party shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnified Party may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnifying party.

Terms and Conditions of Indemnification. The respective obliga- tions Purchaser Group shall only be entitled to bring claims for indemnification under Section 12.2 where it has suffered damages or losses in excess of $100,000. All claims for indemnification by the Purchaser Group under Section 12.2 will be asserted and liabilities resolved as follows: (a) In the event any claim or demand in respect of which the Purchaser and Parent Group might seek indemnity under Section 12.2 is asserted against or sought to be collected from the Purchaser Group by a Person other than the Seller Group or the Purchaser Group (a "Third Party Claim"), the Purchaser Group shall deliver a Claim Notice with reasonable promptness to the Seller Group. If the Purchaser Group fails to provide the Claim Notice with reasonable promptness after the Purchaser Group receives notice of such Third Party Claim, the Seller Group will not be obligated to indemnify the Purchaser Group with respect to such Third Party Claim to the extent that the Seller Group's ability to defend against the claim has been actually and materially prejudiced by such failure of the Purchaser Group. The Seller Group will notify the Purchaser Group as soon as practicable within the Dispute Period whether the Seller Group disputes its liability to the Purchaser Group under Section 12.2, and whether the Seller Group desires, at its sole cost and expense, to defend the Purchaser Group against such Third Party Claim. (b) If the Seller Group notifies the Purchaser Group within the Dispute Period that the Seller Group desires to defend the Purchaser Group with respect to the Third Party Claim pursuant to this Article 10 Section 12.3, then the Seller Group will have the right to defend, with counsel reasonably satisfactory to the Purchaser Group, at the sole cost and expense of the Seller Group, such Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Seller Group in a reasonable manner and in good faith or will be settled at the discretion of the Seller Group (but only with the consent of the Purchaser Group, which shall not be unreasonably withheld or delayed, in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Purchaser Group will not be indemnified in full pursuant to Section 12.2). The Seller Group will have full control of such defence and proceedings, including (subject to the following terms preceding sentence) any compromise or settlement thereof; provided, however, that if requested by the Seller Group, the Purchaser Group will, at the sole cost and conditions:expense of the Seller Group, provide reasonable co-operation to the Seller Group in contesting any Third Party Claim that the Seller Group elects to contest. The Purchaser Group may participate in, but not control, any defence or settlement of any Third Party Claim controlled by the Seller Group pursuant to this clause, and except as provided in the preceding sentence, the Purchaser Group will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Purchaser Group may take over the control of the defence or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 12.2, with respect to such Third Party Claim. (ic) The party seeking indemnification (If the "Claimant") shall Seller Group notifies the Purchaser Group within the Dispute Period that the Seller Group does not desire to defend the Third Party Claim pursuant to Section 12.3(c), or if the Seller Group fails to give prompt written any notice whatsoever within the Dispute Period, or if the Purchaser Group reasonably concludes that it may have separate or different defences available to it that are not available to the other party Seller Group, then the Purchaser Group will have the right to defend, at the sole cost and expense of the Seller Group, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Purchaser Group in a reasonable manner and in good faith or will be settled at the discretion of the Purchaser Group (with the "Indemnitor"consent of the Seller Group, which consent will not be unreasonably withheld). The Purchaser Group will have full control of such defence and proceedings, including (subject to the preceding sentence) any compromise or settlement thereof; provided, however, that if requested by the Purchaser Group, the Seller Group will, at the sole cost and expense of the Seller Group, provide reasonable co-operation to the Purchaser Group and its counsel in contesting any state Third Party Claim which the Purchaser Group is contesting. Notwithstanding the foregoing provisions of facts which Claimant determines this Section 12.3(c), if the Seller Group has notified the Purchaser Group within the Dispute Period that the Seller Group disputes its liability hereunder to the Purchaser Group with respect to such Third Party Claim and if such dispute is resolved in favour of the Seller Group in the manner provided in Section 12.3(d) below, the Seller Group will give rise not be required to bear the costs and expenses of the Purchaser Group's defence pursuant to this Section 12.3(c) or of the Seller Group's participation therein at the Purchaser Group's request, and the Purchaser Group will reimburse the Seller Group in full for all reasonable costs and expenses incurred by the Seller Group in connection with such litigation. The Seller Group may participate in, but not control, any defence or settlement controlled by the Purchaser Group pursuant to this Section 12.3(c), and the Seller Group will bear its own costs and expenses with respect to such participation. (d) If the Seller Group notifies the Purchaser Group that it does not dispute its liability to the Purchaser Group with respect to the Third Party Claim under Section 12.2 or fails to notify the Purchaser Group within the Dispute Period whether the Seller Group disputes its liability to the Purchaser Group with respect to such Third Party Claim, the Seller Group shall indemnify the Purchaser Group for such liability. If the Seller Group has timely disputed its liability with respect to such claim, the Seller Group and the Purchaser Group will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction. Pending such resolution the Seller Group shall nevertheless be obligated to indemnify the Purchaser Group as provided in Section 12.3(c). (e) In the event the Purchaser Group should have a claim by the Claimant under Section 12.2 against the Indemnitor based on Seller Group that does not involve a Third Party Claim, the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, Purchaser Group shall deliver an Indemnity Notice with reasonable promptness to the extent knownSeller Group. No The failure by any Purchaser Group to give the Indemnity Notice shall not impair such notice shall affect the indemnification obligations of Indemnitor party's rights hereunder except to the extent Indemnitor can demonstrate such failure that an Seller Group demonstrates that it has been actually and materially prejudiced thereby. If the Seller Group notifies the Purchaser Group that it does not dispute the claim described in such Indemnitor's ability Indemnity Notice or fails to successfully defend notify the matter giving rise Purchaser Group within the Dispute Period whether the Seller Group disputes the claim described in such Indemnity Notice, the Losses in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Seller Group under Section 12.2 and the Seller Group shall pay the amount of such Losses to the indemnification claim. (ii) In Purchaser Group on demand. If the event any action, suit or proceeding is brought against Claimant, Seller Group has timely disputed its liability with respect to which such claim, the Indemnitor may have liability under this Article 10, then if Indemnitor notifies Claimant Seller Group and the Purchaser Group will proceed in writing, within thirty (30) days of Claimant's notice good faith to negotiate a resolution of such actiondispute, suit or proceeding, that Indemnitor agrees that it is undertaking and will prosecute if not resolved through negotiations within the defense of the claim under this Article 10Resolution Period, such action, suit or proceeding may be defended by the Indemnitor. Claimant shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel dispute shall be at Claimant's own expense unless (A) the employment resolved in a court of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding, or (B) Claimant shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in this Article 10competent jurisdiction. (iii) In addition, in any event specified in clause (B) of the second sentence of subsection (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of Claimant. If Indemnitor and Claimant cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) Claimant shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor's expense, make available to Claimant and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or

Terms and Conditions of Indemnification. ‎ (i) Any Person making a claim for indemnification under this Section 13 (including any ‎Third Party Claim) (the "Indemnified Party") must give the indemnifying party ‎‎(the "Indemnifier") prompt written notice of such claim for Damages. Such notice shall describe in reasonable detail such claim and the nature and amount, or ‎anticipated amount, of the Damages, to the extent that the nature and amount ‎thereof are determinable at such time. The respective obliga- tions Indemnified Party’s failure to give ‎prompt notice, however, shall not serve to eliminate, limit or reduce the Indemnified Party’s right to indemnification hereunder except to the extent such failure actually and liabilities materially prejudices the rights of Purchaser the Indemnifier. (ii) The obligations of SB, the Founders and Parent the SB Securityholders to indemnify pursuant to this Article 10 ‎Section 13 in respect of any Third Party Claim shall be subject to the following ‎additional terms and conditions:: ‎ (i1) The party seeking indemnification (If the "Claimant") Indemnifier acknowledges its Liability for the Third Party Claim, the Indemnifier shall give prompt written notice have the right to undertake, at its sole expense, by counsel of its own choosing reasonably satisfactory to the other party (Indemnified Party, acting reasonably, the "Indemnitor"defense, compromise, and settlement of such claim unless ‎‎(A) the Indemnifier fails to make reasonably adequate provision to satisfy the Indemnified Party of any state of facts which Claimant determines will give rise to a claim by the Claimant against the Indemnitor based on the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced such Indemnitor's Indemnifier’s ability to successfully defend finance the matter defense and satisfy and discharge the claim, (B) the claim for indemnification relates to or ‎arises in connection with any criminal Legal Proceeding; (C) the Indemnified Party reasonably believes an adverse determination with respect to ‎the Legal Proceeding giving rise to such claim for indemnification would ‎be materially detrimental to or materially injure the indemnification claim.SB or the Indemnified Party's reputation or future business prospects; (D) the claim seeks an injunction or ‎equitable relief against the Indemnified Party; or (E) the claimed indemnifications involves a dispute between SB, on the one hand, ‎and one of its customers, suppliers, landlords or employees (in which ‎case the Indemnified Party shall consult with the Indemnifier from time ‎to time with respect to material developments regarding any such dispute) (the foregoing clauses (A) through (E), collectively, the "Litigation ‎Conditions").‎ (ii2) In the event any actionthat (A) the Indemnifier elects not to undertake such defense, suit or proceeding is brought against Claimant, with respect to which the Indemnitor may have liability under this Article 10, then if Indemnitor notifies Claimant in writing, within (B) ‎within thirty (30) days of Claimant's after notice of any such actionclaim from the Indemnified Party, suit the Indemnifier shall fail to diligently defend such claim and ‎to continue to diligently defend such claim, or proceeding, that Indemnitor agrees that it is undertaking and will prosecute the defense (C) any of the claim under this Article 10Litigation ‎Conditions applies, such action, suit or proceeding may be defended by the Indemnitor. Claimant Indemnified Party (upon further written notice to ‎the Indemnifier) shall have the right to employ undertake the defense of such ‎claim, compromise or settlement, by counsel or other Representatives of ‎its own choosing, on behalf of, at the expense of and for the account and ‎risk of the Indemnifier.‎ (3) Notwithstanding anything in this Section 13(d) to the contrary, if there is a reasonable probability that a claim may materially and adversely affect the ‎Indemnified Party other than as a result of money damages or other money payments:‎ (i) the Indemnified Party shall have the right, at its own cost and expense, to ‎participate in the defense, compromise or settlement of the claim;‎ (ii) the Indemnifier shall not, without the Indemnified Party’s prior written ‎consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to ‎entry of any judgment; and ‎(iii) in the event that the Indemnifier undertakes the defense of any claim, the ‎Indemnified Party by counsel or other Representative of its own ‎choosing and at its sole cost and expense, shall have the right to ‎consult with the Indemnifier and its counsel or other Representatives concerning such claim and the Indemnifier and the Indemnified Party and their respective counsel or other Representatives ‎shall reasonably cooperate with respect to such claim and shall ‎provide such information as the Indemnified Party reasonably requests, in each case, subject to the execution and delivery of a ‎mutually satisfactory joint defense agreement. (iii) Once Damages are agreed to by the Indemnifier or finally adjudicated to be ‎payable under this Section 13(d), the Indemnifier shall satisfy its obligations ‎within 15 Business Days of such final, non-appealable adjudication by wire ‎transfer of immediately available funds. Any payment made in respect of indemnification under this Agreement shall be treated ‎for all purposes, and shall constitute, an adjustment to the Purchase Price, as adjusted pursuant to the terms of this Agreement, except where otherwise required ‎by Applicable Law.‎ (iv) If the amount of Damages incurred by an Indemnified Party at any time subsequent to the ‎making of an indemnity payment is reduced by any recovery, settlement or otherwise under any insurance coverage or under any claim, recovery, settlement or payment by or against any ‎other Person actually received by an Indemnified Party, the Indemnified Party shall promptly repay to the Indemnifier the ‎amount of the reduction (less any reasonable costs and expenses (including Taxes)). Each Indemnified Party shall use commercially reasonable efforts to recover from insurance policies in respect of any such case, but the fees and expenses of such counsel shall be at Claimant's own expense unless Damages. ‎ (Av) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor The Parties will cooperate fully with each other in connection with the defense of any ‎Third Party Claim. ‎ (vi) Notwithstanding anything to the contrary in this Section 13(d), this Section 13(d)(vi) will control any audit, ‎inquiry, assessment, action or other similar event relating to Taxes of SB. The Representing Person, on behalf of the Founders, has the right to represent SB's interests before the relevant Governmental Entity with respect to any ‎audit, inquiry, assessment, action or other similar event relating to a taxation year or other fiscal period of SB that ends prior to or on the Acquisition Effective Time (a "Tax Matter") and has the right to control the defense, ‎compromise or other resolution of any such actionTax Matter, suit including responding to ‎inquiries, filing Tax returns and contesting, defending against and resolving any ‎assessment for additional Taxes or proceedingnotice of Tax deficiency or other adjustment ‎of Taxes of, or (B) Claimant shall have relating to, such Tax Matter at the Founders' sole expense, including ‎employment of counsel and experts reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available satisfactory to the IndemnitorOptionee. The Optionee shall provide prompt notice to the Representing Person, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope on behalf of the indemnity agreements contained in this Article 10. Founders, of any inquiries made by any Governmental Entity (iiiincluding any proposed or actual assessments or reassessments) In addition, in any event specified in clause (B) of the second sentence of subsection (ii) above, the Indemnitor, to the extent made necessary by that ‎the subject matter thereof would reasonably be expected to give rise to Taxes for ‎which the Founders may be liable under this Agreement. The Representing Person and the Optionee shall forthwith advise the Optionee or Representing Person, respectively, of the substance of any such different inquiries or additional defensesdiscussions received or undertaken and provide the Representing Person or the Optionee, as applicable, with copies of any written communications from any Governmental Entity relating to such inquiries or discussions. ‎The Optionee shall not provide the Founders with such cooperation, documentation, personnel and information as they reasonably may request in connection with undertaking any Tax ‎Matter, but at the expense of Founders with respect to any out of pocket expenses ‎incurred. The Optionee shall have the right to direct participate in the negotiation, ‎‎settlement or defense of any Tax Matter at its own expense. To the extent that it ‎would impact the Optionee, the Representing Person or the Founders shall not settle, compromise ‎or dispose of any such actionTax Matter without the consent of the Optionee, suit or proceeding on behalf of Claimant. If Indemnitor and Claimant canwhich consent shall not agree on a mechanism be unreasonably withheld.‎ Notwithstanding anything to separate the defense of matters extending beyond contrary in this Agreement, after the scope of indemnification‎Acquisition Effective Time, such matters any Tax Matter shall be defended on governed by Section 10.2(f) ‎of the basis of joint consultationSecurities Purchase Agreement. (iv) Claimant shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor's expense, make available to Claimant and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or

Terms and Conditions of Indemnification. The respective obliga- tions obligations and liabilities of Purchaser the Operating Companies and Parent Buyer to indemnify pursuant to this Article 10 ARTICLE IX shall be subject to the following terms and conditions: (ia) The party seeking indemnification (the "“Claimant"”) shall must give the other party or parties, as the case may be (the “Indemnitor”), prompt written notice to the other party (the "Indemnitor") of any state of facts which Claimant determines will give rise to a claim by the Claimant against the Indemnitor based on the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, to the extent knownsuch Claim. No The Claimant’s failure to give such notice prompt notice, however, shall affect not serve to eliminate or limit the Claimant’s right to indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced such prejudices the rights of the Indemnitor's ability . (b) The respective obligations and liabilities of the Companies and Buyer to successfully defend the matter giving rise indemnify pursuant to this ARTICLE IX in respect of any Claim by a third party shall be subject to the indemnification claimfollowing additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim. (ii) In the event any action, suit or proceeding is brought against Claimant, with respect to which that the Indemnitor may have liability under this Article shall elect not to undertake such defense, or within ten (10, then if Indemnitor notifies Claimant in writing, within thirty (30) days of Claimant's after notice of any such actionClaim from the Claimant shall fail to defend, suit or proceeding, that Indemnitor agrees that it is undertaking and will prosecute the defense of the claim under this Article 10, such action, suit or proceeding may be defended by the Indemnitor. Claimant shall have the right to employ undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own counsel in any such casechoosing, but on behalf of and for the fees account and expenses risk of such counsel shall be at Claimant's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding, or (B) Claimant shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in this Article 10. (iii) In additionNotwithstanding anything in this Section 9.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, to participate in any event specified in clause the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the second sentence giving by the claiming party or the plaintiff to the Claimant of subsection a release from all liability in respect of such Claim, and (iiC) abovein the event that the Indemnitor undertakes defense of any Claim, the Indemnitor, to the extent made necessary Claimant by such different counsel or additional defensesother representative of its own choosing and at its sole cost and expense, shall not have the right to direct consult with the defense of such action, suit or proceeding on behalf of Claimant. If Indemnitor and its counsel or other representatives concerning such Claim and the Indemnitor and the Claimant cannot agree on and their respective counsel or other representatives shall cooperate with respect to such Claim, subject to the execution and delivery of a mechanism to separate the mutually satisfactory joint defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationagreement. (ivc) If a Claimant incurs a tax liability as a result of the receipt of an indemnification payment under this ARTICLE IX, the Indemnitor shall indemnify the Claimant for that tax liability and for any tax liability incurred by the Claimant with respect to a payment pursuant to this sentence. (d) Any payment made in respect of indemnification under this ARTICLE IX shall be kept fully informed by treated for all purposes, and shall constitute, an adjustment to the Indemnitor of such actionPurchase Price. (e) BUYER AND COMPANIES AGREE THAT UNDER NO CIRCUMSTANCES SHALL ANY PARTY TO THIS AGREEMENT, suit or proceeding at all stages thereofOR ITS AFFILIATES, whether or not it is represented by counsel. The Indemnitor shallDIRECTORS, at the Indemnitor's expenseOFFICERS, make available to Claimant and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings orEMPLOYEES OR AGENTS BE RESPONSIBLE (AS A RESULT OF INDEMNITY CLAIM OR OTHERWISE) FOR ANY PUNITIVE CLAIMS OR DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY OPERATIVE DOCUMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES EXCEPT TO THE EXTENT THE INDEMNIFIED PARTY IS LIABLE FOR SUCH DAMAGES TO ANY THIRD PARTY (EXCLUDING ANY AFFILIATE OF A PARTY TO THIS AGREEMENT).

Terms and Conditions of Indemnification. The respective obliga- tions indemnification obligations of the Company and liabilities of Purchaser and Parent to indemnify pursuant to the Investors (each an "Indemnifying Party") under this Article 10 Section 6 shall be subject to the following terms and conditions: (ia) The party seeking indemnification to be indemnified (the "ClaimantIndemnified Party") shall give the Indemnifying Party prompt written notice to the other party (the "Indemnitor") Notice of any state of facts which Claimant determines will give rise to a claim by the Claimant against the Indemnitor based on the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, to the extent knownClaim. No The Indemnified Party's failure to give such notice prompt Notice, however, shall affect not eliminate or limit the Indemnified Party's right to indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such that the failure materially prejudiced such Indemnitor's ability to successfully defend prejudices the matter giving rise to rights of the indemnification claimIndemnifying Party. (iib) The indemnification obligation of the Indemnifying Party under this Section 6 in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (1) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing reasonably satisfactory to the Indemnified Party, the defense, compromise and settlement of the Claim. (2) In the event that the Indemnifying Party elects not to undertake the defense or within a reasonable time after written Notice of the Claim from the Indemnified Party fails to defend, the Indemnified Party (upon further written Notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of the Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Section 6: (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its cost and expense, to participate in the defense, compromise or settlement of the Claim; (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any actionClaim or consent to entry of any judgment which does not include as an unconditional term a release by the claiming party or plaintiff of the Indemnified Party from all liability in respect of the Claim; and (iii) in the event that the Indemnifying Party undertakes the defense of any Claim, suit the Indemnified Party, by counsel or proceeding is brought against Claimantother representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning the Claim (other than any Claim for money damages with respect to which the Indemnitor may have liability under this Article 10Indemnifying Party has agreed to indemnify the Indemnified Party), then if Indemnitor notifies Claimant in writing, within thirty (30) days of Claimant's notice of such action, suit or proceeding, that Indemnitor agrees that it is undertaking and will prosecute the defense of the claim under this Article 10, such action, suit or proceeding may be defended by the Indemnitor. Claimant shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at Claimant's own expense unless (A) the employment of such counsel and the payment of such fees Indemnifying Party and expenses both the Indemnified Party and their respective counsel or other representatives shall have been specifically authorized by the Indemnitor in connection cooperate with the defense of such action, suit or proceeding, or (B) Claimant shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available respect to the IndemnitorClaim, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in this Article 10. (iii) In addition, in any event specified in clause (B) of the second sentence of subsection (ii) above, the Indemnitor, subject to the extent made necessary by such different or additional defenses, shall not have the right to direct the execution and delivery of a mutually satisfactory joint defense of such action, suit or proceeding on behalf of Claimant. If Indemnitor and Claimant cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationagreement. (iv) Claimant shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor's expense, make available to Claimant and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or

Terms and Conditions of Indemnification. The respective obliga- tions and liabilities obligations of Purchaser and Parent to indemnify pursuant to this Article 10 the indemnifying parties shall be subject to the following terms and conditions: (ia) The party seeking Any Party claiming any right of indemnification under Section 10.2 or Section 10.3 (an “Indemnified Party”) shall notify the Party or Parties from whom indemnification is sought (the "Claimant"“Indemnifying Party”) as soon as is reasonably practicable after the Indemnified Party becomes aware of any claim that such Party has that may result in a Loss (a “Liability Claim”). Any such notice shall give prompt specify the nature of the claim and the amount or estimated amount thereof (a “Claim Notice”). If any Claim Notice identifies a Liability Claim brought by a third party (a “Third Party Claim” and together with the Liability Claims, the “Claims”), then the Indemnifying Party shall have the right, exercisable by written notice to the other party Indemnified Party within 20 days (the "Indemnitor"“Notice Period”) after receipt of any state such Claim Notice, to assume and conduct the defense of facts which Claimant determines will give rise to a claim such Third Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Claimant against Indemnifying Party and consented to by the Indemnitor based Indemnified Party, which consent shall not be unreasonably withheld or delayed (it being agreed that Lxxx, Xxxxxx & Lxxx, Attorneys at Law, and Sxxxx Hxxxxx & Bxxxx, Professional Association, shall be acceptable counsel for purposes of this Section 10.4); provided that (i) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a Material Adverse Effect on the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced such Indemnitor's ability to successfully defend the matter giving rise to the indemnification claim. Indemnified Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) the Third Party Claim solely seeks (and continues to seek) monetary damages; (iv) the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party may satisfy and discharge the Third Party Claim only in accordance with the limits set forth in this Agreement; and (v) the Indemnifying Party expressly agrees in writing that it will be liable for any Losses incurred by the Indemnified Party pursuant to, and subject to the limitations set forth in, this Article 10 (the conditions set forth in clauses (i) through (v) are, collectively, the “Litigation Conditions”). The Notice Period for a Third Party Claim shall be reduced appropriately if the date on which a responsive pleading or other document is required to be filed giving effect to any available extension occurs sooner than 20 days following receipt of a Claim Notice therefor. In the event any action, suit or proceeding is brought against Claimant, the Indemnifying Party does not assume the defense of a Third Party Claim in accordance with respect to which the Indemnitor may have liability under provisions of this Article 10Section 10.4(a), then if Indemnitor notifies Claimant the Indemnified Party may continue to defend the Third Party Claim. If the Indemnifying Party has assumed the defense of a Third Party Claim as provided in writingthis Section 10.4(a), within thirty (30) days of Claimant's notice of such action, suit or proceeding, that Indemnitor agrees that it is undertaking and will prosecute then the Indemnifying Party shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the claim Third Party Claim; provided that if (i) any of the Litigation Conditions cease to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party shall have the right to control the defense or settlement of such Claim, in its sole discretion, and the Indemnifying Party shall pay or reimburse the Indemnified Party for all reasonable costs and expenses paid or incurred in connection with such defense. If a Claim is covered or potentially covered by an insurance policy maintained by either Party, the Indemnifying Party shall have the power, with the reasonable assistance of the Indemnified Party if necessary, to direct such insurance company to defend the Claim and the Parties shall reasonably cooperate with each other to facilitate such insurance defense. The Indemnifying Party shall pay all amounts required under this Article 10, the deductible imposed by such action, suit or proceeding may be defended by the Indemnitor. Claimant insurance policy. (b) The Indemnified Party shall have the right to employ its own counsel in any such casecase defended by the Indemnifying Party, but the fees and expenses of such counsel shall be at Claimant's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor Indemnified Party’s expense, except as otherwise expressly provided in connection with the defense of such action, suit or proceeding, or (B) Claimant shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in this Article 10Section 10.4(a). (iiic) In addition, in any the event specified in clause one Party (Bthe “Potentially Indemnified Party”) of shall assert a Liability Claim against the second sentence of subsection other Party (iithe “Potentially Indemnifying Party”) abovethat is not a Third Party Claim, the Indemnitor, to the extent made necessary by such different or additional defenses, Potentially Indemnifying Party shall not have the right to direct dispute (a “Claim Dispute Notice”) the defense validity of the Liability Claim by advising the Potentially Indemnified Party in writing of such actiondispute within 15 Business Days of its receipt of the Claim Notice. The Parties shall have thirty (30) days (the “Compromise Period”) after the Potentially Indemnified Party receives the Claim Dispute Notice to reach a compromise regarding the Liability Claim that is mutually acceptable to the Parties. Should the Parties fail to reach a mutually acceptable compromise during the Compromise Period, suit or proceeding on behalf of Claimant. If Indemnitor and Claimant cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters either Party shall be defended on the basis of joint consultationentitled to initiate an arbitration proceeding in accordance with Section 10.6. (iv) Claimant shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor's expense, make available to Claimant and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or

Terms and Conditions of Indemnification. The respective obliga- tions obligations and liabilities of Purchaser the Company and Parent Stone (each, an "indemnifying party") to indemnify pursuant to this Article 10 Paragraph 11 shall be subject to the following terms and conditions: (i) The party seeking indemnification to be indemnified (the "ClaimantIndemnified Party") shall give the indemnifying party prompt written notice to the other party (the "Indemnitor") of any state of facts which Claimant determines will give rise to a claim by the Claimant against the Indemnitor based on the indemnity agreements contained in this Article 10, stating the nature and basis of said claims and the amounts thereof, to the extent knownsuch claim. No The Indemnified Party's failure to give such notice prompt notice, however, shall affect not serve to eliminate or limit the Indemnified Party's right to indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced such Indemnitor's ability to successfully defend prejudices the matter giving rise to rights of the indemnification claimindemnifying party. (ii) In Promptly after receipt by an Indemnified Party of notice of the event any action, suit or proceeding is brought against Claimant, with respect to which the Indemnitor may have liability under this Article 10, then if Indemnitor notifies Claimant in writing, within thirty (30) days of Claimant's notice commencement of such action, suit suit, or proceedingproceeding for which such Indemnified Party is entitled to indemnification under this Paragraph 11, such Indemnified Party will notify the indemnifying party of the commencement thereof in writing; but the failure to so notify the indemnifying party (i) will not relieve it from any liability under paragraphs (a) or (b) above except to the extent such indemnifying party has been materially prejudiced by such failure (including, without limitation, that Indemnitor agrees such failure results in the forfeiture by the indemnifying party of substantial rights and defenses) and (ii) will not, in any event, relieve the indemnifying party from any obligations to any Indemnified Party other than the indemnification obligation provided in Subparagraphs 11(a) and (b) above. In case any such action is brought against any Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it is undertaking and will prosecute may wish, jointly with any other indemnifying party similarly notified, to assume the defense of the claim under this Article 10thereof, with counsel reasonably satisfactory to such actionIndemnified Party; provided, suit or proceeding may be defended by the Indemnitor. Claimant shall have the right to employ its own counsel in any such casehowever, but the fees and expenses of such counsel shall be at Claimant's own expense unless that if (A) the employment of indemnifying party has failed to assume the defense thereof and employ such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding, or (B) Claimant the named parties to any such action (including any impleaded parties) include both the indemnifying party and the Indemnified Party and the indemnifying party and the Indemnified Party shall have reasonably concluded been advised by counsel that representation of such indemnifying party and specifically notified such Indemnified Party by the Indemnitor that there may same counsel would be specific defenses available inappropriate under applicable standards of professional conduct due to it which are different from or additional to those available to the Indemnitordiffering interests between them, or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in this Article 10. (iii) In additionthen, in any event specified in clause (B) of the second sentence of subsection (ii) aboveeach such case, the Indemnitor, to the extent made necessary by such different or additional defenses, indemnifying party shall not have the right to direct the defense of such action, suit or proceeding action on behalf of Claimant. If Indemnitor such Indemnified Party or parties and Claimant cansuch Indemnified Party or parties shall have the right to select separate counsel to defend such action on behalf of such Indemnified Party of its election so to assume the defense thereof and the reasonable approval by such Indemnified party of counsel appointed to defend such action, the indemnifying party will not agree on a mechanism be liable to such Indemnified Party under this Paragraph 11 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (A) the Indemnified Party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Indemnified Parties, (B) the indemnifying party has authorized in writing the employment of counsel for the Indemnified Party at the expense of the indemnifying party or (C) the indemnifying party shall have failed to assume promptly after notice of the institution of such action the defense of matters extending beyond such action or retain counsel reasonably satisfactory to the scope Indemnified Party. After such notice from the indemnifying party to such Indemnified Party, the indemnifying party will not be liable for the costs and expenses of indemnificationany settlement of such action effected by such Indemnified Party without the consent of the indemnifying party, such matters which consent shall not be defended on the basis of joint consultationunreasonably withheld or delayed. (iviii) Claimant The Indemnified Party shall be kept fully informed by the Indemnitor indemnifying party of such action, suit suit, or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor indemnifying party shall, at the Indemnitorindemnifying party's expense, make available to Claimant the Indemnified Party and its attorneys and accountants all books and records of the Indemnitor indemnifying party relating to such proceedings oror litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit, or proceeding. (iv) The indemnifying party shall, without Indemnified Party's consent, make no settlement of any claims that the indemnifying party has undertaken to defend unless the indemnifying party fully indemnifies the Indemnified Party for all Losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against the Indemnified Party and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnified Party. However, in the event the indemnifying party shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or [ILLEGIBLE] and dispose of the claim after 30 days prior written notice to the indemnifying party.