Common use of Third Party Action Clause in Contracts

Third Party Action. When a Claim involves a Third Party Action, the Recipient of Claim shall have the option to prosecute or defend, at its expense, the Third Party Action, unless the potential liability of the Claimant in the Third Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Action. When a Claim involves a Third The Indemnifying Party Action, the Recipient of Claim shall have the option right to prosecute or defend, at its expense, the Third Party Action, unless the potential liability assume control of the Claimant in the Third defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: (a) The Indemnified Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participateentitled, at its own expense, to participate in any the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys' fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in a writing making express reference to this subsection and all proceedings related signed by such Indemnifying Party in connection with the defense of such third party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Third Indemnified Party Action and to have charge of such third party action, (iii) the Indemnified Party shall be entitled have reasonably concluded that there are defenses available to receive copies such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party's counsel shall in good faith have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of all notices and pleadings interest that would make it reasonable to determine that it is inappropriate under applicable standards of professional conduct to have common counsel); (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other submissions equitable relief would be imposed against the Indemnified Party or if, in any judicial or regulatory proceeding, (2) there shall be no settlement the opinion of the Third Indemnified Party, such settlement, compromise, admission, or acknowledgment would have an adverse effect on its business; (c) No Indemnifying Party Action without the shall consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such Claimthird-party action; (d) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third The Indemnifying Party Action shall not exceed be entitled to control (but shall be entitled to participate at its own expense in the settlement amount included in said bona fide settlement offerdefense of), and the Claimant Indemnified Party shall either be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action: (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (ii) to the extent the third party action seeks an injunction, or other equitable relief against the Indemnified Party, or (iii) if the Indemnifying Party does not irrevocably agree in writing that no damages arising out of or related to such claim or demand are obligations of the Indemnified Party pursuant hereto and that any damages arising out of or related to such claim or demand are within the scope of and may be subject to indemnification hereunder, subject to the indemnification limitations set forth in Section 8.6 or 8.7; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter Indemnifying Party; and (e) The parties hereto shall extend reasonable cooperation in continuing connection with the defense of such Third Party Action. All parties any third party action pursuant to this Agreement shall cooperate ARTICLE 8 and, in the defense and prosecution of Third Party Actions and connection therewith, shall furnish such records, information and testimonyinformation, and shall testimony and attend such conferences, discovery proceedings, hearings, trials trials, and appeals, appeals as may be reasonably requested requested, subject in connection therewithall instances to appropriate agreements respecting confidentiality and use, such as, but not limited to, protective orders, as is reasonable under the circumstances.

Third Party Action. When (a) If any third party shall notify a Claim involves party (the “Indemnified Party”) with respect to any matter which may give rise to a Third claim for indemnification against the other party (the “Indemnifying Party”) under this Section 10.4 for Losses of the Indemnified Party arising from, relating to or constituting any Litigation instituted by any third party (any such third party action or proceeding being referred to as a “Third-Party Action”), the Indemnified Party shall give the Indemnifying Party prompt written notice of the commencement of such Third-Party Action. The complaint or other papers pursuant to which the third party commenced such Third-Party Action shall be attached to such written notice. The failure to give prompt written notice shall not affect an Indemnified Party’s right to indemnification unless such failure has materially and adversely affected the Indemnifying Party’s ability to defend such Third-Party Action. (b) The Indemnifying Party may participate in, and, to the extent the Indemnifying Party desires, at any time assume the defense of, such Third-Party Action with reputable attorneys retained by the Indemnifying Party and at the Indemnifying Party’s expense. Upon and after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third-Party Action, the Recipient of Claim Indemnifying Party shall have not be liable to the option to prosecute Indemnified Party under this Article X for any legal or defendother expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that the Indemnified Party shall be entitled at any time, at its own cost and expense, to participate in the Third Indemnifying Party’s conduct of such defense and to be represented by attorneys of its own choosing. The Indemnified Party shall cooperate with the Indemnifying Party in the Indemnifying Party’s conduct of such defense to the extent reasonably requested by the Indemnifying Party in the contest and defense of such Third-Party Action, unless including but not limited to providing reasonable access (upon reasonable notice) to the potential liability books, records and employees of the Claimant Indemnified Party if relevant to the defense of such Third-Party Action; provided, that such cooperation shall not unduly disrupt the operations of the business of the Indemnified Party or cause the Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of the Indemnified Party to become public. (c) If the Indemnifying Party does not elect to assume the defense of any Third-Party Action, the Indemnified Party shall be entitled to conduct its own defense and to be represented by attorneys of its own choosing. For the avoidance of doubt, the costs and expenses of such defense shall be included in Losses indemnifiable in accordance with and subject to the Third provisions of this Article X. (d) Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Third-Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claimother party, which consent shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Action. When (a) Any party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party and its officers, directors, employees, agents, shareholders and Affiliates (collectively, the “Indemnified Parties”) against any Loss arising from, relating to or constituting any Litigation instituted by any third party arising out of the actions or inactions of the other party (or allegations thereof) whether occurring prior to, on or after the Closing Date that are or may be Losses, other than those relating solely to a Claim involves breach by the Buyer or the Company, as applicable, of this Agreement (any such third party action or proceeding being referred to as a Third “Third-Party Action”). An Indemnified Party will give the Indemnifying Party prompt written notice of the commencement of a Third-Party Action. The complaint or other papers pursuant to which the third party commenced such Third-Party Action will be attached to such written notice. The failure to give prompt written notice will not affect any Indemnified Party’s right to indemnification unless such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully such Third-Party Action. (b) The Indemnifying Party will contest and defend such Third-Party Action on behalf of any Indemnified Party that requests that they do so. Notice of the intention to so contest and defend will be given by the Indemnifying Party to the requesting Indemnified Party within 20 business days after the Indemnified Party’s notice of such Third-Party Action (but, the Recipient in Table of Claim shall have the option to prosecute or defendContents all events, at its expense, least five business days prior to the Third Party Action, unless the potential liability of the Claimant in the Third date that a response to such Third-Party Action exceeds is due to be filed). Such contest and defense will be conducted by reputable attorneys retained by the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04Indemnifying Party. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying An Indemnified Party will be entitled at any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participatetime, at its own cost and expense, to participate in any such contest and all proceedings related defense and to be represented by attorneys of its own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in the conduct of such defense. An Indemnified Party will cooperate with the Indemnifying Party to the Third extent reasonably requested by the Indemnifying Party Action in the contest and shall defense of such Third-Party Action, including providing reasonable access (upon reasonable notice) to the books, records and employees of the Indemnified Party if relevant to the defense of such Third-Party Action (c) If an Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent any interests of the Indemnified Party at any time after requesting the Indemnifying Party to do so, such Indemnified Party will be entitled to receive copies conduct its own defense and to be represented by attorneys of its own choosing all notices at the Indemnifying Party’s cost and pleadings expense. (d) Neither an Indemnified Party nor the Indemnifying Party may concede, settle or other submissions in compromise any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Third-Party Action without the consent of the Claimant (other party, which shall consent will not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithwithheld.

Third Party Action. When a Claim involves a Third The Indemnifying Party Action, (or the Recipient Stockholder Representative on behalf of Claim any or all Stockholder Indemnifying Parties) shall have the option right to prosecute or defend, at its expense, the Third Party Action, unless the potential liability assume control of the Claimant in the Third Party Action exceeds the maximum liability defense of, settle, or otherwise dispose of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this optionsuch third party action on such terms as it deems appropriate; provided, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claimhowever, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then that: (1) the Claimant may participateThe Indemnified Party shall be entitled, at its own expense, to participate in any the defense of such third party action; provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in a writing making express reference to this subsection and all proceedings related signed by such Indemnifying Party in connection with the defense of such third party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Third Indemnified Party Action and to have charge of such third party action, (iii) the Indemnified Party shall be entitled have reasonably concluded that there are defenses available to receive copies such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall in good faith have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of all notices and pleadings or other submissions in any judicial or regulatory proceeding, interest that would make it reasonable to determine that it is inappropriate under applicable standards of professional conduct to have common counsel; (2) there The Indemnifying Party shall be no settlement obtain the prior written approval of the Third Indemnified Party Action without the consent before entering into or making any settlement, compromise, admission, or acknowledgment of the Claimant (which shall not validity of such third party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be unreasonably withheld imposed against the Indemnified Party or delayed)if, and in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment would have an adverse effect on its business; (3) if the Claim is fully satisfied, the Recipient of Claim No Indemnifying Party shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits consent to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such Claimthird-party action; (4) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third The Indemnifying Party Action shall not exceed be entitled to control (but shall be entitled to participate at its own expense in the settlement amount included in said bona fide settlement offerdefense of), and the Claimant Indemnified Party shall either be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action: (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (ii) to the extent the third party action seeks an injunction, or other equitable relief against the Indemnified Party, and (iii) if the Indemnifying Party does not irrevocably agree in writing that no damages arising out of or related to such claim or demand are obligations of the Indemnified Party pursuant hereto and that any damages arising out of or related to such claim or demand are within the scope of and may be subject to indemnification hereunder, subject to the indemnification limitations set forth in this Section 10.03; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter Indemnifying Party; (5) The parties hereto shall extend reasonable cooperation in continuing connection with the defense of such Third Party Action. All parties any third party action pursuant to this Agreement shall cooperate Section 10.03 and, in the defense and prosecution of Third Party Actions and connection therewith, shall furnish such records, information and testimonyinformation, and shall testimony and attend such conferences, discovery proceedings, hearings, trials trials, and appeals, appeals as may be reasonably requested requested, subject in connection therewithall instances to appropriate agreements respecting confidentiality and use, such as, but not limited to, protective orders, as is reasonable under the circumstances; and (6) The parties agree that the provisions of this Section 10.03(b)(iii)(D) shall not apply to the Special Indemnification Matters.

Third Party Action. When (a) From the Closing until the expiration of the Survival Period, the Selling Shareholders and the Surviving Corporation, as applicable (the “Indemnifying Party”), will indemnify, defend and hold harmless the Company Indemnified Parties and the Parent Indemnified Parties, as applicable (collectively, the “Indemnified Parties”), against any Damages arising from any litigation instituted by any third party with respect to any Damages arising pursuant to Section 15.2(a) or 15.3(a), as applicable (any such third party action or proceeding being referred to as a Claim involves “Third Party Action”). An Indemnified Party will give the Indemnifying Party prompt written notice of the commencement of a Third Party Action, . The complaint or other papers pursuant to which the Recipient third party commenced such Third Party Action will be attached to such written notice. In the event that (i) a Indemnified Party does not deliver to the Indemnifying Party prompt written notice of a Third Party Claim shall have promptly after commencement or (ii) fails to attach the option entire complaint or all of the other papers pursuant to prosecute or defend, at its expense, which the third party commenced such Third Party Action, unless each as required by this Section 15.4(a), then the potential liability of Indemnifying Party’s obligation to indemnify the Claimant in Indemnified Party pursuant to this Section 15.4(a) shall be reduced to the extent the Indemnified Party’s failure to provide prompt, accurate and complete written notice has prejudiced the Indemnifying Party. (b) The Indemnifying Party will be entitled to contest and defend such Third Party Action exceeds the maximum liability on behalf of any Indemnified Party. Notice of the Recipient intention to so contest and defend will be given by the Indemnifying Party to the requesting Indemnified Party within 20 Business Days after the Indemnified Party’s notice of Claim established under Section 6.03 or Section 6.04such Third Party Action (but, in all events, at least five Business Days prior to the date that a response to such Third Party Action is due to be filed). Such contest and defense will be conducted by reputable attorneys retained by the Indemnifying Party. An Indemnified Party will be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its own choosing. If the Recipient of Claim does not or cannot elect this optionIndemnified Party elects to participate in such defense, the Claimant shall diligently prosecute or defend Indemnified Party will cooperate with the Indemnifying Party in the conduct of such claim as if it were paying any Losses arising from defense. An Indemnified Party will cooperate with the Claim, but Indemnifying Party to the Claimant shall not settle extent reasonably requested by the Indemnifying Party in the contest and defense of such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then including providing reasonable access (1upon reasonable notice) the Claimant may participate, at its own expense, in any and all proceedings related to the books, records and employees of the Indemnified Party if relevant to the defense of such Third Party Action and shall be entitled to receive copies of all notices and pleadings Action. (c) Neither the Indemnified Party nor the Indemnifying Party may concede, settle or other submissions in compromise any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (other party, which shall consents will not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithwithheld.

Third Party Action. When (a) Buyer will give Seller prompt written notice (a “Third Party Claim involves Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 8.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has materially and adversely affected the applicable Seller Indemnifying Parties’ ability to defend successfully such Third Party Action [*] Please refer to footnote 1 on page 1 of this Exhibit 2.1. (b) Upon receipt of a Third Party Claim Notice involving a Third Party Action, the Recipient of Claim shall Indemnifying Party will have the option right to prosecute defend the Indemnified Party against the Third Party Action with counsel reasonably satisfactory to the Indemnified Party so long as (i) within 20 days after receipt of such notice, the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will, subject to the limitations of Section 8.1(c), indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or defendarising out of the Third-Party Action, at (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Action and fulfill its expenseindemnification obligations hereunder, (iii) the Indemnifying Party is not a party to the Proceeding (to the extent commenced) or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third Party Action does not involve, and is not likely to involve, any claim by any Governmental Entity, (v) the Third Party Action involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third Party ActionAction is not, unless in the potential liability good faith judgment of the Claimant in Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party conducts the defense of the Third Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall actively and diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then and (1viii) the Claimant may participateIndemnifying Party keeps the Indemnified Party apprised of all material developments, at its own expenseincluding settlement offers, in any and all proceedings related with respect to the Third Party Action and shall be entitled permits the Indemnified Party to receive copies participate in the defense of all notices and pleadings or other submissions the Third Party Action. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Action in any judicial or regulatory proceedingaccordance with Section 8.3(b), (2i) there shall the Indemnifying Party will not be no responsible for any attorneys’ fees incurred by the Indemnified Party regarding the Third Party Action (other than attorneys’ fees incurred prior to the Indemnifying Party’s assumption of the defense pursuant to Section 8.3(b)) and (ii) neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement of with respect to the Third Party Action without the prior written consent of the Claimant (other party, which shall consent will not be unreasonably withheld withheld, conditioned or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Indemnified Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses reasonably desires to consent to such settlementthe entry of judgment with respect to or to settle a Third Party Action but the Indemnifying Party refuses, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI Indemnifying Party will be responsible for all Losses with respect to such Third Party Action shall not exceed Action, without regard to the settlement amount included Cap. (d) If any condition in said bona fide settlement offer, and Section 8.3(b) is or becomes unsatisfied or the Claimant shall either assume the defense of such Third Indemnifying Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of fails to elect to defend such Third Party Action. All parties , (i) the Indemnified Party may defend against, and consent to this Agreement shall cooperate in the defense and prosecution entry of any judgment or enter into any settlement with respect to, the Third Party Actions Action in any manner it may deem appropriate (and shall furnish such recordsthe Indemnified Party need not consult with, information and testimonyor obtain any consent from, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs of defending against the Third Party Action, including attorneys’ fees and expenses, and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third Party Action to the fullest extent provided in this Article VIII. (e) The failure of a Party to keep the other Party reasonably informed regarding the progress and status of the defense of any Third Party Action shall not release the Indemnifying Party from its, his or her obligations under this Article VIII, unless, and then solely to the extent, such other Party demonstrates that such Party has been materially prejudiced by such failure.

Third Party Action. When a Claim involves a Third The Indemnifying Party Action, the Recipient of Claim shall have the option right to prosecute or defend, at its expense, the Third Party Action, unless the potential liability assume control of the Claimant in the Third defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: (a) The Indemnified Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participateentitled, at its own expense, to participate in any the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in a writing making express reference to this subsection and all proceedings related signed by such Indemnifying Party in connection with the defense of such third party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Third Indemnified Party Action and to have charge of such third party action, (iii) the Indemnified Party shall be entitled have reasonably concluded that there are defenses available to receive copies such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall in good faith have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of all notices and pleadings interest that would make it reasonable to determine that it is inappropriate under applicable standards of professional conduct to have common counsel); (b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other submissions equitable relief would be imposed against the Indemnified Party or if, in any judicial or regulatory proceeding, (2) there shall be no settlement the opinion of the Third Indemnified Party, such settlement, compromise, admission, or acknowledgment would have an adverse effect on its business; (c) No Indemnifying Party Action without the shall consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such Claimthird-party action; (d) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third The Indemnifying Party Action shall not exceed be entitled to control (but shall be entitled to participate at its own expense in the settlement amount included in said bona fide settlement offerdefense of), and the Claimant Indemnified Party shall either be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action: (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (ii) to the extent the third party action seeks an injunction, or other equitable relief against the Indemnified Party, or (iii) if the Indemnifying Party does not irrevocably agree in writing that no damages arising out of or related to such claim or demand are obligations of the Indemnified Party pursuant hereto and that any damages arising out of or related to such claim or demand are within the scope of and may be subject to indemnification hereunder, subject to the indemnification limitations set forth in Section 8.6 or 8.7; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter Indemnifying Party; and (e) The parties hereto shall extend reasonable cooperation in continuing connection with the defense of such Third Party Action. All parties any third party action pursuant to this Agreement shall cooperate ARTICLE 8 and, in the defense and prosecution of Third Party Actions and connection therewith, shall furnish such records, information and testimonyinformation, and shall testimony and attend such conferences, discovery proceedings, hearings, trials trials, and appeals, appeals as may be reasonably requested requested, subject in connection therewithall instances to appropriate agreements respecting confidentiality and use, such as, but not limited to, protective orders, as is reasonable under the circumstances.

Third Party Action. When (a) Shareholder will, jointly and severally, indemnify, defend and hold harmless each of Buyer, the Company and their officers, directors, employees, agents, shareholders and Affiliates (collectively, the "Buyer Indemnified Parties") against any Loss arising from, relating to or constituting any Litigation instituted by any third party arising out of the actions or inactions of the Company (or allegations thereof) with respect to the period up to and including the Closing Date that are or may be a Claim involves Loss, and which arise as a result of any breach or inaccuracy in any of the representations or warranties of the Company or Shareholder contained in this Agreement, the Disclosure Schedule, any Ancillary Agreement or any closing certificate delivered by or on behalf of the Company pursuant to this Agreement or any Ancillary Agreement (any such breach or inaccuracy to be determined without regard to any qualification for "materiality", "in all material respects" or similar qualification) (any such third party action or proceeding being referred to as a "Third Party Action"). A Buyer Indemnified Party will give Shareholder prompt written notice of the commencement of a Third Party Action. The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such written notice. The failure to give prompt written notice will not affect any Buyer Indemnified Party's right to indemnification unless such failure has materially and adversely affected Shareholder's ability to defend successfully such Third Party Action. Notwithstanding anything in Section 8.5 to the contrary, written notice of commencement of a Third Party Action to Shareholder must be given within the same applicable time period as specified in subsection 8.4(a). Shareholder will not have any liability under this Section 8.5 unless the written notices required by the preceding sentence are given by the date specified. (b) Shareholder will contest and defend such Third Party Action on behalf of any Buyer Indemnified Party that requests that it do so. Notice of the intention to so contest and defend will be given by Shareholder to the requesting Buyer Indemnified Party within 15 days after the Buyer Indemnified Party's notice of such Third Party Action (but, in any event, at least five business days prior to the date that a response to such Third Party Action is due to be filed, so long as Shareholder has received notice at least 10 days before a response to such Third Party Action is due to be filed). Such contest and defense will be conducted by reputable attorneys retained by Shareholder. A Buyer Indemnified Party will be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its own choosing. If the Buyer Indemnified Party elects to participate in such defense, the Buyer Indemnified Party will cooperate with Shareholder in the conduct of such defense. A Buyer Indemnified Party will cooperate with Shareholder to the extent reasonably requested by Shareholder in the contest and defense of such Third Party Action, including providing reasonable access (upon reasonable notice) to the books, records and employees of the Buyer Indemnified Party if relevant to the defense of such Third Party Action; provided, that such cooperation will not unduly disrupt the operations of the business of the Buyer Indemnified Party or cause the Buyer Indemnified Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of such Buyer Indemnified Party to become public. (c) If a Buyer Indemnified Party does not request that Shareholder contest and defend a Third Party Action, on the Recipient of Claim shall have the option to prosecute or defend, at its expense, the Third Party Action, unless the potential liability of the Claimant in the basis that such Third Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 imposes a significant reputational or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken monetary risk to prosecute or defend the Third Party ActionBuyer Indemnified Party, as permitted hereindetermined by Buyer Indemnified Party in its sole discretion, then (1) the Claimant may participate, such Buyer Indemnified Party will be entitled to conduct its own defense and to be represented by attorneys of its own choosing all at its own cost and expense. (d) Shareholder may not concede, in settle or compromise any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (Buyer Indemnified Party, which shall consent will not be unreasonably withheld withheld. Notwithstanding the foregoing, (i) if a Third Party Action seeks the issuance of an injunction, the specific enforcement of an obligation or delayed), and similar remedy or (3ii) if the Claim is fully satisfiedsubject matter of a Third Party Action relates to the ongoing business of any Buyer Indemnified Party, which Third Party Action, if decided against any Buyer Indemnified Party, would materially and adversely affect the ongoing business or reputation of any Buyer Indemnified Party, at the option of the Buyer Indemnified Party, the Recipient of Claim shall Buyer Indemnified Party alone will be subrogated entitled to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by settle such Third Party Action in the first instance, at its own cost and expense (without being indemnified by Shareholder for any settlement payments or Loss of any kind), and, if the Claimant from all liability in respect Buyer Indemnified Party elects not to settle such Third Party Action and such election is the result of such Claim) and the Claimant refuses to Buyer unreasonably withholding its consent to such settlement, then thereafter the Recipient Buyer Indemnified Party shall itself be solely obligated to contest and defend such Third Party Action, at the sole cost and expense of Claim's liability such Buyer Indemnified Party, and Shareholder shall have no obligation whatsoever to indemnify the Buyer Indemnified Party for any Loss it suffers in contesting and/or defending such Third Party Action. (e) Notwithstanding anything provided for in this Section 8.5 to the Claimant contrary, if Shareholder notifies a Buyer Indemnified Party that Shareholder disputes the assertion that Shareholder has a duty to indemnify, defend, and hold harmless such Buyer Indemnified Party under this Article VI with respect Section 8.5, after Shareholder has received a request to contest and defend a Third Party Action on behalf of a Buyer Indemnified Party (which notice of dispute must be given by Shareholder within fifteen (15) days of receipt of the request to contest and defend a Third Party Action (but, in any event, at least five business days prior to the date that a response to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offeris due to be filed, and the Claimant shall either assume the defense of so long as Shareholder has received notice at least 10 days before a response to such Third Party Action or pay is due to be filed), from a Buyer Indemnified Party), then Shareholder has no duty to indemnify, defend, and hold harmless the Recipient of Claim's attorney's fees Buyer Indemnified Party until and other out-of-pocket costs incurred thereafter in continuing unless the defense of such Third Buyer Indemnified Party Action. All parties has sought judicial recourse and has obtained a final judgment declaring that Shareholder has a duty to this Agreement shall cooperate so indemnify, defend, and hold harmless the Buyer Indemnified Party, but only as to the specific claims and only to the extent provided for in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithfinal judgment.

Third Party Action. When (a) Each Indemnitee shall give the Company prompt written notice (an “Indemnification Notice”) of any third party Action it has actual knowledge of that might give rise to Losses, which notice shall set forth a Claim involves a Third Party Actiondescription of those elements of such Action of which such Indemnitee has knowledge; provided, that any delay or failure to give such Indemnification Notice shall not affect the Recipient indemnification obligations of Claim the Company hereunder except to the extent the Company is materially prejudiced by such delay or failure. (b) The Company shall have the option right, exercisable by written notice to prosecute or defend, at its expense, the Third Party Action, unless the potential liability applicable Indemnitee(s) within thirty (30) days of receipt of the Claimant applicable Indemnification Notice, to select counsel to defend and control the defense of any third party claim set forth in such Indemnification Notice; provided, that the Company shall not be entitled to so select counsel or control the defense of any claim if (i) such claim seeks primarily non-monetary or injunctive relief against the Indemnitee or alleges any violation of criminal law, (ii) the Company does not, subsequent to its assumption of such defense in accordance with this Section 6.2(b), conduct the defense of such claim actively and diligently, (iii) such claim includes as the named parties both the Company and the applicable Indemnitee(s) and such Indemnitees reasonably determine upon the advice of counsel that representation of all such Indemnitees by the same counsel would be prohibited by applicable codes of professional conduct, or (iv) in the Third Party Action exceeds event that, based on the maximum liability reasonable advice of counsel for the Recipient of Claim established under Section 6.03 applicable Indemnitee(s), there are one or Section 6.04more material defenses available to the applicable Indemnitee(s) that are not available to the Company. If the Recipient of Claim Company does not or cannot elect assume the defense of any third party claim in accordance with this optionSection 6.2(b), the Claimant shall diligently prosecute or applicable Indemnitee(s) may continue to defend such claim as if it were paying any Losses arising from at the Claimsole cost of the Company and the Company may still participate in, but not control, the Claimant defense of such third party claim at the Company’s sole cost and expense. In no event shall not settle the Company, in connection with any Action or separate but substantially similar Actions arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnitees chosen by the Investors and/or its Affiliates, except to the extent that local counsel, in addition to regular counsel, is required in order to effectively defend the Action. (c) No Indemnitee shall consent to a settlement of, or the entry of any judgment arising from, any claim for which such Claim Indemnitee is indemnified pursuant to this Section 6.2 without the prior written consent of the Recipient of Claim, which shall Company (such consent not to be unreasonably withheld withheld, conditioned or delayed). If Except with the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the prior written consent of the Claimant (which applicable Indemnitee(s), the Company, in the defense of any such claim, shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits consent to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant that (which settlement offer shall i) provides for injunctive or other nonmonetary relief affecting any Indemnitee or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each such Indemnitee(s) of it the an unconditional release by of such Third Party of the Claimant Indemnitee(s) from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed Action. In any such third party claim where the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume Company has assumed control of the defense thereof pursuant to Section 6.2(b), the Company shall keep the applicable Indemnitee(s) reasonably informed as to the status of such Third Party Action or pay the Recipient claim at all stages thereof (including all settlement negotiations and offers), promptly submit to such Indemnitee(s) copies of Claim's attorney's fees all pleadings, responsive pleadings, motions and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense similar legal documents and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested paper received or filed in connection therewith, permit such Indemnitee(s) and their respective counsels to confer with the Company and its counsel with respect to the conduct of the defense thereof, and permit such Indemnitee(s) and their respective counsel(s) a reasonable opportunity to review all legal papers to be submitted prior to their submission.

Third Party Action. When (a) Each Indemnitee shall give the Company prompt written notice (an “Indemnification Notice”) of any third party Action it has actual knowledge of that might give rise to Losses, which notice shall set forth a Claim involves a Third Party Actiondescription of those elements of such Action of which such Indemnitee has knowledge; provided, that any delay or failure to give such Indemnification Notice shall not affect the Recipient indemnification obligations of Claim the Company hereunder except to the extent the Company is materially prejudiced by such delay or failure. (b) The Company shall have the option right, exercisable by written notice to prosecute or defend, at its expense, the Third Party Action, unless the potential liability applicable Indemnitee(s) within thirty (30) days of receipt of the Claimant applicable Indemnification Notice, to select counsel to defend and control the defense of any third party claim set forth in such Indemnification Notice; provided, that the Company shall not be entitled to so select counsel or control the defense of any claim if (i) such claim seeks primarily non-monetary or injunctive relief against the Indemnitee or alleges any violation of criminal law, (ii) the Company does not, subsequent to its assumption of such defense in accordance with this Section 6.2(b), conduct the defense of such claim actively and diligently, (iii) such claim includes as the named parties both the Company and the applicable Indemnitee(s) and such Indemnitees reasonably determine upon the advice of counsel that representation of all such Indemnitees by the same counsel would be prohibited by applicable codes of professional conduct, or (iv) in the Third Party Action exceeds event that, based on the maximum liability reasonable advice of counsel for the Recipient of Claim established under Section 6.03 applicable Indemnitee(s), there are one or Section 6.04more material defenses available to the applicable Indemnitee(s) that are not available to the Company. If the Recipient of Claim Company does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of any third party claim in accordance with this Section 6.2(b), the applicable Indemnitee(s) may continue to defend such Third Party Action or pay claim at the Recipient sole cost of Claim's attorney's fees the Company and other out-of-pocket costs incurred thereafter in continuing the Company may still participate in, but not control, the defense of such Third Party Actionthird party claim at the Company’s sole cost and expense. All parties to this Agreement In no event shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such recordsCompany, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithwith any Action or separate but substantially similar Actions arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnitees chosen by the Investors and/or its Affiliates, except to the extent that local counsel, in addition to regular counsel, is required in order to effectively defend the Action.

Third Party Action. When (a) Any party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party and its officers, directors, employees, agents, shareholders and Affiliates (collectively, the “Indemnified Parties”) against any Loss arising from, relating to or constituting any Litigation instituted by any third party arising out of the actions or inactions of the other party (or allegations thereof) whether occurring prior to, on or after the Closing Date that are or may be Losses, other than those relating solely to a Claim involves breach by the Buyer or the Company, as applicable, of this Agreement (any such third party action or proceeding being referred to as a Third “Third-Party Action”). An Indemnified Party will give the Indemnifying Party prompt written notice of the commencement of a Third-Party Action. The complaint or other papers pursuant to which the third party commenced such Third-Party Action will be attached to such written notice. The failure to give prompt written notice will not affect any Indemnified Party’s right to indemnification unless such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully such Third-Party Action. (b) The Indemnifying Party will contest and defend such Third-Party Action on behalf of any Indemnified Party that requests that they do so. Notice of the intention to so contest and defend will be given by the Indemnifying Party to the requesting Indemnified Party within 20 business days after the Indemnified Party’s notice of such Third-Party Action (but, the Recipient in 48 Table of Claim shall have the option to prosecute or defendContents all events, at its expense, least five business days prior to the Third Party Action, unless the potential liability of the Claimant in the Third date that a response to such Third-Party Action exceeds is due to be filed). Such contest and defense will be conducted by reputable attorneys retained by the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04Indemnifying Party. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying An Indemnified Party will be entitled at any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participatetime, at its own cost and expense, to participate in any such contest and all proceedings related defense and to be represented by attorneys of its own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in the conduct of such defense. An Indemnified Party will cooperate with the Indemnifying Party to the Third extent reasonably requested by the Indemnifying Party in the contest and defense of such Third-Party Action, including providing reasonable access (upon reasonable notice) to the books, records and employees of the Indemnified Party if relevant to the defense of such Third-Party Action and shall (c) If an Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent any interests of the Indemnified Party at any time after requesting the Indemnifying Party to do so, such Indemnified Party will be entitled to receive copies conduct its own defense and to be represented by attorneys of its own choosing all notices at the Indemnifying Party’s cost and pleadings expense. (d) Neither an Indemnified Party nor the Indemnifying Party may concede, settle or other submissions in compromise any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Third-Party Action without the consent of the Claimant (other party, which shall consent will not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithwithheld.

Third Party Action. When Promptly after receipt by any person or entity entitled to indemnification pursuant to this Article VI (the “Indemnified Party”) of notice of the commencement of any action, suit or proceeding by a Claim involves person not a party to this Agreement in respect of which the Indemnified Party would be entitled to seek indemnification hereunder (a “Third Party Action”), the Recipient of Claim Indemnified Party shall notify the party or parties from whom such indemnification is sought (the “Indemnifying Parties”) thereof in writing, but any failure to so notify the Indemnifying Parties shall not relieve them from any liability that they may have to the option Indemnified Party under this Article VI, except to prosecute or defend, at its expense, the Third extent that the Indemnifying Party Action, unless is prejudiced by the potential liability of the Claimant failure to give such notice. The Indemnifying Party shall be entitled to participate in the Third Party Action exceeds the maximum liability defense of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and to assume control of such defense (including settlement of such Third Party Action) with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (i) the Indemnified Party shall be entitled to receive copies participate in the defense of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the such Third Party Action without the consent of the Claimant and to employ counsel at its own expense (which shall not be unreasonably withheld or delayed), and constitute Legal Expenses for purposes of this Agreement) to assist in the handling of such Third Party Action; (3ii) if the Claim is fully satisfied, Indemnifying Party shall obtain the Recipient of Claim shall be subrogated to all rights and remedies prior written approval of the Claimant. If Indemnified Party before entering into any settlement of such Third Party Action or ceasing to defend against such Third Party Action; (iii) each party agrees to cooperate fully with the Recipient other, such cooperation to include, without limitation, attendance at depositions and the provision of Claim submits relevant documents as may be reasonably requested by the Indemnifying Party; (iv) no Indemnifying Party shall consent to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such ClaimThird Party Action; and (v) the Indemnifying Party shall not be entitled to control the defense of any Third Party Action unless the Indemnifying Party confirms in writing its assumption of such defense and continues to pursue the Claimant refuses to consent to such settlement, then thereafter defense reasonably and in good faith. After written notice by the Recipient of Claim's liability Indemnifying Party to the Claimant under this Article VI with respect Indemnified Party of its election to assume control of the defense of any such Third Party Action in accordance with the foregoing, (A) the Indemnifying Party shall not exceed the settlement amount included in said bona fide settlement offerbe liable to such Indemnified Party hereunder for any Legal Expenses subsequently incurred by such Indemnified Party attributable to defending against such Third Party Action, and (B) as long as the Claimant Indemnifying Party is reasonably contesting such Third Party Action in good faith, the Indemnified Party shall either not admit any liability with respect to, or settle, compromise or discharge the claim underlying, such Third Party Action without the Indemnifying Party’s prior written consent. If the Indemnifying Party does not assume control of the defense of such Third Party Action or pay in accordance with this Section 6.4, the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing Indemnified Party shall have the defense of right to defend and/or settle such Third Party Action. All parties to this Agreement shall cooperate Action in such manner as it may deem appropriate at the defense cost and prosecution expense of Third Party Actions and shall furnish such records, information and testimonythe Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 6.4. The reimbursement of fees, costs and expenses required by this Section 6.4 shall attend such conferences, discovery proceedings, hearings, trials and appealsbe made by periodic payments during the course of the investigation or defense, as may be reasonably requested in connection therewithand when bills are received or expenses incurred.

Third Party Action. When (a) Each Indemnitee shall give the Company prompt written notice (an “Indemnification Notice”) of any third party Action it has actual knowledge of that might give rise to Losses, which notice shall set forth a Claim involves a Third Party Actiondescription of those elements of such Action of which such Indemnitee has knowledge; provided, that any delay or failure to give such Indemnification Notice shall not affect the Recipient indemnification obligations of Claim the Company hereunder except to the extent the Company is materially prejudiced by such delay or failure. (b) The Company shall have the option right, exercisable by written notice to prosecute or defend, at its expense, the Third Party Action, unless the potential liability applicable Indemnitee(s) within thirty (30) days of receipt of the Claimant applicable Indemnification Notice, to select counsel to defend and control the defense of any third party claim set forth in such Indemnification Notice; provided, that the Company shall not be entitled to so select counsel or control the defense of any claim if (i) such claim seeks primarily non-monetary or injunctive relief against the Indemnitee or alleges any violation of criminal law, (ii) the Company does not, subsequent to its assumption of such defense in accordance with this ‎Section 6.2(b), conduct the defense of such claim actively and diligently, (iii) such claim includes as the named parties both the Company and the applicable Indemnitee(s) and such Indemnitees reasonably determine upon the advice of counsel that representation of all such Indemnitees by the same counsel would be prohibited by applicable codes of professional conduct, or (iv) in the Third Party Action exceeds event that, based on the maximum liability reasonable advice of counsel for the Recipient of Claim established under Section 6.03 applicable Indemnitee(s), there are one or Section 6.04more material defenses available to the applicable Indemnitee(s) that are not available to the Company. If the Recipient of Claim Company does not or cannot elect assume the defense of any third party claim in accordance with this option‎Section 6.2(b), the Claimant shall diligently prosecute or applicable Indemnitee(s) may continue to defend such claim as if it were paying any Losses arising from at the Claimsole cost of the Company and the Company may still participate in, but not control, the Claimant defense of such third party claim at the Company’s sole cost and expense. In no event shall not settle the Company, in connection with any Action or separate but substantially similar Actions arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnitees chosen by the Investors and/or its Affiliates, except to the extent that local counsel, in addition to regular counsel, is required in order to effectively defend the Action. (c) No Indemnitee shall consent to a settlement of, or the entry of any judgment arising from, any claim for which such Claim Indemnitee is indemnified pursuant to this ‎Section 6.2 without the prior written consent of the Recipient of Claim, which shall Company (such consent not to be unreasonably withheld withheld, conditioned or delayed). If Except with the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the prior written consent of the Claimant (which applicable Indemnitee(s), the Company, in the defense of any such claim, shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits consent to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant that (which settlement offer shall i) provides for injunctive or other nonmonetary relief affecting any Indemnitee or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each such Indemnitee(s) of it the an unconditional release by of such Third Party of the Claimant Indemnitee(s) from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed Action. In any such third party claim where the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume Company has assumed control of the defense thereof pursuant to Section 6.2(b), the Company shall keep the applicable Indemnitee(s) reasonably informed as to the status of such Third Party Action or pay the Recipient claim at all stages thereof (including all settlement negotiations and offers), promptly submit to such Indemnitee(s) copies of Claim's attorney's fees all pleadings, responsive pleadings, motions and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense similar legal documents and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested paper received or filed in connection therewith, permit such Indemnitee(s) and their respective counsels to confer with the Company and its counsel with respect to the conduct of the defense thereof, and permit such Indemnitee(s) and their respective counsel(s) a reasonable opportunity to review all legal papers to be submitted prior to their submission.

Third Party Action. When Subject to Section 8.3(c), all claims for indemnification made under this Article VIII based upon, resulting from, related to, or arising out of a Third-Party Action against an Indemnified Party shall be made in accordance with the following procedures: An Indemnified Party shall deliver a Third-Party Claim involves Notice reasonably promptly, but in any event within 30 days, after receipt by the Indemnified Party of written notice of any Third-Party Action against such Indemnified Party, or, if earlier, after becoming aware of any Third-Party Action, which Third-Party Claim Notice shall describe in reasonable detail (to the extent then known by the Indemnified Party) the facts constituting the basis for such Third-Party Action and the claim for indemnification hereunder and shall include a Third good faith estimate (if reasonably practicable) of the amount of the claimed Damages actually suffered or incurred or that could reasonably be expected to be incurred; provided, however, that the failure to provide such Third-Party Claim Notice shall not relieve the Indemnifying Party from any of its obligations under this Article VIII except and only to the extent the Indemnifying Party is adversely prejudiced by such failure. The Parties acknowledge and agree that a Third-Party Claim Notice must be delivered (whether or not formal legal action shall have been commenced based upon such Third-Party Action) before the expiration of any applicable survival period set forth in Section 8.4. At any time prior to the 30th day after delivery of such Third-Party Claim Notice, the Indemnifying Party may (but shall not be obligated to), upon written notice thereof to the Indemnified Party, assume control of the defense of such Third-Party Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party may not assume control of the defense of a Third-Party Action if the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of such Third-Party Action would reasonably be expected to involve the imposition of criminal liability against the Indemnified Party or would reasonably be expected to materially and adversely affect the Indemnified Party’s ability to conduct its business, and (ii) prior to the time the Indemnified Party is notified by the Indemnifying Party as to whether the Indemnifying Party will assume control of the defense of such Third-Party Action, the Recipient Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of Claim shall have the option Parties with respect to prosecute or defend, at its expense, the Third such Third-Party Action, unless the potential liability of the Claimant in the Third Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04including responding timely to legal process. If the Recipient of Claim Indemnifying Party elects not to assume, may not assume, or does not or cannot elect this optiontimely assume, control of such defense, the Claimant Indemnified Party shall diligently prosecute control the defense against, or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not may otherwise seek to negotiate or settle such Claim without Third-Party Action; provided that, the consent Indemnifying Party shall reimburse the Indemnified Party for its costs and expenses in defending such Third-Party Action upon submission of the Recipient of Claim, which shall not be unreasonably withheld or delayedperiodic bills therefor. If the Recipient Indemnifying Party assumes control of Claim has undertaken to prosecute or defend such defense, the Third Indemnified Party Action, as permitted herein, then (1) the Claimant may participateparticipate therein with counsel of its choice, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) ; provided that if the Claim is fully satisfiedIndemnified Party reasonably concludes, based on advice from counsel, that (A) the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Indemnifying Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient Indemnified Party have an actual or potential conflict of Claim's liability to the Claimant under this Article VI interest with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Third-Party Action or pay (B) there are legal defenses available to the Recipient Indemnified Party that are different from or additional to those available to the Indemnifying Party, the reasonable fees, costs and expenses of Claim's attorney's counsel to the Indemnified Party in connection therewith shall be considered “Damages” for purposes of this Agreement for which the Indemnifying Party shall be liable; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and other outexpenses of more than one counsel for all Indemnified Parties in each jurisdiction for which the Indemnified Parties determine counsel is required with respect to any Third-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All The party controlling such defense shall keep the other party and its counsel advised of the status of such Third-Party Action and the defense thereof and shall consider in good faith recommendations made by the other party or its counsel with respect thereto. The respective parties to this Agreement and their counsel shall reasonably cooperate with the other parties in the defense and or prosecution of Third any Third-Party Actions and shall furnish such Action, including providing copies of or reasonable access to all relevant correspondence, records, documents, testimony and information in connection with the defense, negotiation or settlement thereof and testimony, and shall attend attending such conferences, discovery proceedings, hearings, trials and appeals, appeals as may be reasonably requested in connection therewith. The Indemnified Party shall not agree to any settlement or compromise of, or permit a default or consent to entry of any judgment in, such Third-Party Action without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not agree to any settlement or compromise of, or permit a default or consent to entry of any judgment in, such Third-Party Action that does not include a complete and unqualified release of the Indemnified Party from all Liability with respect thereto or that imposes any Liability on the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Upon making any indemnification payment, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Damages to which the payment relates, including all rights and remedies to any insurance benefits or other claims.

Third Party Action. When (a) Each of (i) Buyer, on one hand, and (ii) Sellers, jointly and severally, on the other hand (each an “Indemnifying Party”), agree to indemnify, defend and hold harmless the other party and their respective officers, directors, employees, agents and stockholders (the “Indemnified Party”) against any Loss arising from a Claim involves breach of the representation and warranties of the other party (the “Indemnifying Party’) contained in this Agreement, relating to or constituting any litigation, action or proceeding (including any governmental investigation or inquiry) instituted or threatened by any third party with respect to the period up to and including the Closing Date (as it pertains to the Sellers) and for the period after the Closing Date (as it pertains to the Buyer) that are or may be Losses (any such third party action or proceeding being referred to as a “Third Party Action”). The Indemnified Party will give the Indemnifying Party prompt written notice of any claim, notice or commencement of a Third Party Action. The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such written notice. The failure to give prompt written notice will not affect any Indemnified Party’s rights to indemnification unless such failure has materially and adversely affected Indemnifying Party’s ability to defend successfully such Third Party Action and in such event, only to the Recipient extent it caused the Indemnifying Party damage or loss. (b) The Indemnifying Party shall contest and defend such Third Party Action on behalf of Claim shall have the option Indemnified Party that requests that it do so. Notice of the intention to prosecute or defendso contest and defend will be given by the Indemnifying Party to the requesting Indemnified Party within twenty (20) business days after the Indemnified Party’s notice of such Third Party Action (but, in all events, at least five business days prior to the date that a response to such Third Party Action is due to be filed). Such contest and defense will be conducted by reputable attorneys retained by the Indemnifying Party that are satisfactory to the Indemnified Party. The Indemnified Party will be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnifying Party in the conduct of such defense. The Indemnified Party will cooperate with the Indemnifying Party to the extent reasonably requested by the Indemnifying Party in the contest and defense of such Third Party Action, unless including providing reasonable access (upon reasonable notice) to the potential liability books, records and employees of the Claimant in Indemnified Party if relevant to the Third Party Action exceeds the maximum liability defense of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action; provided, as permitted hereinthat such cooperation will not unduly disrupt the operations of the business of the Indemnified Party or cause the Indemnified Party to waive any statutory or common law privileges, then breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of such Indemnified Party to become public. (1c) If an Indemnified Party reasonably determines that the Claimant Indemnifying Party is not adequately representing or, because of a conflict of interest, may participatenot adequately represent any interests of the Indemnified Party at any time after requesting the Indemnifying Party to do so, at its own expense, in any and all proceedings related to the Third an Indemnified Party Action and shall will be entitled to receive copies conduct its own defense and to be represented by attorneys of its own choosing all notices at the Indemnifying Party’s cost and pleadings expense. (d) Neither the Indemnified Party nor the Indemnifying Party may concede, settle or other submissions in compromise any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (other Party, which shall consents will not be unreasonably withheld withheld. Notwithstanding the foregoing, (i) if a Third Party Action seeks the issuance of an injunction, the specific election of an obligation or delayed), and similar remedy or (3ii) if the Claim is fully satisfiedsubject matter of a Third Party Action relates to the ongoing business of any Indemnified Party, which Third Party Action, if decided against any Indemnified Party, would materially adversely affect the ongoing business or reputation of the Indemnified Party, the Recipient of Claim shall Indemnified Party alone will be subrogated entitled to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to settle such Third Party Action shall in the first instance and, if the Indemnified Party does not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of settle such Third Party Action. All parties , the Indemnifying Party will then have the right to this Agreement shall cooperate in the defense contest and prosecution of defend (but not settle) such Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewithAction.

Third Party Action. When Promptly after receipt by any person or entity entitled to indemnification pursuant to this Article IX (the "INDEMNIFIED PARTY") of notice of the commencement of any action, suit or proceeding by a Claim involves person not a Third party to this Agreement in respect of which the Indemnified Party Actionwould be entitled to seek indemnification hereunder (a "THIRD PARTY ACTION"), the Recipient of Claim Indemnified Party shall notify the party or parties from whom such indemnification is sought (the "INDEMNIFYING PARTIES") thereof in writing, but any failure to so notify the Indemnifying Parties shall not relieve them from any liability that it may have to the option Indemnified Party under this Article, except to prosecute or defend, at its expense, the Third extent that the Indemnifying Party Action, unless is prejudiced by the potential liability of the Claimant failure to give such notice. The Indemnifying Party shall be entitled to participate in the Third Party Action exceeds the maximum liability defense of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and to assume control of such defense (including settlement of such Third Party Action) with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (i) the Indemnified Party shall be entitled to receive copies participate in the defense of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the such Third Party Action without the consent of the Claimant and to employ counsel at its own expense (which shall not constitute Legal Expenses for purposes of this Agreement) to assist in the investigation or defense of such Third Party Action; (ii) the Indemnifying Party shall obtain the prior written approval (such approval not to be unreasonably withheld withheld, conditioned or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If Indemnified Party before entering into any settlement of such Third Party Action or ceasing to defend against such Third Party Action; (iii) each party agrees to cooperate fully with the Recipient other, such cooperation to include, without limitation, attendance at depositions and the provision of Claim submits relevant documents as may be reasonably requested by the Indemnifying Party; (iv) no Indemnifying Party shall consent to the Claimant a bona fide entry of any judgment or enter into any settlement offer from the Third Party Claimant (which settlement offer shall that does not include as an unconditional term of it thereof the release giving by such Third each claimant or plaintiff to each Indemnified Party of the Claimant a release from all liability in respect of such ClaimThird Party Action; and (v) the Indemnifying Party shall not be entitled to control the defense of any Third Party Action unless the Indemnifying Party confirms in writing its assumption of such defense and continues to pursue the Claimant refuses to consent to such settlement, then thereafter defense reasonably and in good faith. After written notice by the Recipient of Claim's liability Indemnifying Party to the Claimant under this Article VI with respect Indemnified Party of its election to assume control of the defense of any such Third Party Action in accordance with the foregoing, (A) the Indemnifying Party shall not exceed the settlement amount included in said bona fide settlement offerbe liable to such Indemnified Party hereunder for any Legal Expenses subsequently incurred by such Indemnified Party attributable to defending against such Third Party Action, and (B) as long as the Claimant Indemnifying Party is reasonably contesting such 37 Third Party Action in good faith, the Indemnified Party shall either not admit any liability with respect to, or settle, compromise or discharge the claim underlying, such Third Party Action without the Indemnifying Party's prior written consent. If the Indemnifying Party does not assume control of the defense of such Third Party Action or pay in accordance with this Section 9.4, the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing Indemnified Party shall have the defense of right to defend and/or settle such Third Party Action. All parties to this Agreement shall cooperate Action in such manner as it may deem appropriate at the defense cost and prosecution expense of Third Party Actions and shall furnish such records, information and testimonythe Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 9.4. The reimbursement of fees, costs and expenses required by this Section 9.4 shall attend such conferences, discovery proceedings, hearings, trials and appealsbe made by periodic payments during the course of the investigation or defense, as may be reasonably requested in connection therewithand when bills are received or expenses incurred.

Third Party Action. When (a) Buyers will give Sellers’ Representative prompt written notice (a “Third Party Claim involves Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 9.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has actually and materially prejudiced the Sellers’ Representative’s ability to defend successfully such Third Party Action. Buyers will deliver to Sellers’ Representative copies of all additional documents reasonably related to or required to defend such Third Party Action promptly after receipt thereof. (b) Subject to Section 9.3(c), Sellers’ Representative shall have 30 days after its receipt of a complete Third Party Claim Notice to notify the Buyer Indemnified Party that the Sellers’ Representative has elected to contest and defend any such Third Party Action on behalf of the applicable Buyer Indemnified Party; provided, however, that the Sellers’ Representative shall not have the right to assume the defense of a Third-Party Action to the extent that: (i) such Third Party Action seeks the issuance of an injunction, the specific performance of an obligation or similar equitable remedy, (ii) such Third Party Action seeks damages in excess of the amount by which a Buyer Indemnified Party is entitled to indemnification pursuant to this Article IX, or (iii) if the subject matter of such Third Party Action relates to the ongoing business of any Buyer Indemnified Party, which Third Party Action, if decided against any Buyer Indemnified Party, would materially and adversely affect the ongoing business of any Buyer Indemnified Party other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement. If Sellers’ Representative contests and defends such Third Party Action, such contest and defense will be conducted by attorneys retained and paid by the STR Sellers and STRG Seller and reasonably satisfactory to Buyers. Any Buyer Indemnified Party will be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its own choosing; provided, however, that, subject to this Section 9.3, the Sellers’ Representative shall control the defense of any such contest. If Sellers’ Representative contests and defends such Third Party Action, the Recipient applicable Buyer Indemnified Parties (i) will cooperate with Sellers’ Representative to the extent reasonably requested by Sellers’ Representative in the contest and defense of Claim shall have the option to prosecute or defend, at its expense, the such Third Party Action, unless the potential liability of the Claimant in the Third Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then including providing reasonable access (1upon reasonable notice) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action books, records and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect employees of such Claim) and the Claimant refuses Buyer Indemnified Party if relevant to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action and the STR Sellers and STRG Seller will not be liable to the Buyer Indemnified Party for any legal expenses incurred by the Buyer Indemnified Party in connection with the defense thereof (subject to this Section 9.3); and (ii) will not admit any liability with respect to, or pay settle, discharge or compromise such Third Party Action without the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing Sellers’ Representative’s prior written consent which shall not be unreasonably withheld, except as otherwise contemplated by Section 9.3(d). If the Sellers’ Representative assumes the defense of a Third Party Action, the Sellers’ Representative shall not concede, settle or compromise such Third Party Action without Buyers’ prior written consent; provided, however, that the consent of Buyers shall not be required if (i) the STR Sellers and STRG Seller pay the full amount of the liability in connection with such Third Party Action. All parties , (ii) such settlement, compromise or discharge includes a full, complete and unconditional release of Buyers and their Affiliates from further liability with respect to such Third Party Action, and (iii) such settlement, compromise or discharge does not require any commitment or admission by Buyers or any of their Affiliates of any wrongdoing or violation of Law or the rights of any Person (other than the making of any payments that are paid in full by the applicable Seller Indemnifying Parties as provided in the foregoing clause (i)) (the conditions set forth in clauses (i), (ii) and (iii), the “Required Conditions”). (c) If Sellers’ Representative chooses to contest and defend a Third Party Action but (i) the applicable Buyer Indemnified Party reasonably determines in good faith, based upon advice of counsel, that an actual conflict of interest exists between the applicable Seller Indemnifying Parties and such Buyer Indemnified Party with respect to an issue that is significant to the defense of a Third Party Action such that the applicable Seller Indemnifying Parties (or the Sellers’ Representative on their behalf) could not adequately represent the applicable interests of the Buyer Indemnified Party or (ii) upon petition by the Buyer Indemnified Party, the appropriate Governmental Entity issues a final, non-appealable ruling that the applicable Seller Indemnifying Parties (or the Sellers’ Representative on their behalf) have failed or are failing to conduct the defense of a Third Party Action in good faith, then, in each case of clauses (i) and (ii), a Buyer Indemnified Party will be entitled to conduct its own defense and to be represented by attorneys of its own choosing that are reasonably satisfactory to Sellers’ Representative, all at the STR Sellers’ and STRG Seller’ cost and expense. (d) If the Sellers’ Representative does not choose to contest and defend the Third-Party Action within the timeframe provided for in this Agreement Section 9.3, or the Sellers’ Representative is not entitled to assume the Third-Party Defense in accordance with this Section 9.3, the applicable Buyer Indemnified Party will be entitled to contest and defend the Third-Party Action, and such fees and costs shall be indemnifiable Buyer Losses hereunder; provided, however, that (i) the Sellers’ Representative may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Action but the Buyer Indemnified Party shall control the investigation, defense and settlement, subject to the provisions herein; and (ii) the Sellers’ Representative shall cooperate in the defense and prosecution of good faith in such defense. A Buyer Indemnified Party may not concede, settle or compromise any Third Party Actions Action without the prior written consent of Sellers’ Representative; provided, however, that the consent of Sellers’ Representative shall not be required if (i) a Third Party Action seeks the issuance of an injunction, the specific performance of an obligation or similar equitable remedy, (ii) if a Third Party Action seeks damages in excess of the amount by which a Buyer Indemnified Party is entitled to indemnification pursuant to this Article IX, or (iii) if the subject matter of a Third Party Action relates to the ongoing business of any Buyer Indemnified Party, which Third Party Action, if decided against any Buyer Indemnified Party, would materially and shall furnish adversely affect the ongoing business of any Buyer Indemnified Party other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, such recordsBuyer Indemnified Party alone will be entitled to settle such Third Party Action, information but the STR Sellers and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may STRG Seller will not be reasonably requested bound by any determination in connection therewithwith such Third Party Action for purposes of this Agreement or any concession, settlement or compromise without the consent of Sellers’ Representative until the STR Sellers’ and STRG Seller’ liability is otherwise determined in accordance with this Article IX.