Common use of Third Party Actions Clause in Contracts

Third Party Actions. A party entitled to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.

Third Party Actions. A party entitled In order to seek indemnification hereunder (under this Article VIII, an “Indemnified Party shall deliver a Claim Notice to the Indemnifying Party”) . In the case of a Third Party Action, an Indemnified Party shall give prompt written notice notification to the Indemnifying Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement (or assertion threatened commencement) of any action, proceeding, demand, or claim Third Party Action. Such notification shall be given as soon as practicable after receipt by a third party (collectively, a “third party action”) in respect of which such the Indemnified Party of notice of such Third Party Action, and shall seek indemnification hereunder. Any describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed Losses; provided, however, that no delay or failure on the part of the Indemnified Party in so to notify an notifying the Indemnifying Party shall not relieve such the Indemnifying Party from of any liability that it may have or obligation hereunder except to the extent of any damage or liability caused by or arising out of such Indemnified Party under this ARTICLE 7 unless failure. Within twenty (20) days after delivery of such notification, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have may, upon written notice thereof to the right to Indemnified Party, assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Third Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection Action with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party to have charge may only assume control of such third defense if it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article VIII and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense with counsel reasonably satisfactory to the Indemnifying Party. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party actionand any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Losses for purposes of this Agreement if (ci) the Indemnified Party shall have reasonably concluded that there may be defenses available to controls the defense of such Indemnified Third Party that are different from or additional to those available Action pursuant to the Indemnifying Party, terms of this Section 8.3 or (dii) the Indemnified Party’s counsel shall have advised Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes (upon the advice of outside legal counsel) that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to have common counsel); 7.4.2 such Third Party Action. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making not agree to any settlement, compromise, admissionsettlement of, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into arising from, any settlement that does not include as an unconditional term thereof Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or (c) if delayed. The Indemnified Party shall not agree to any settlement of, or the third party action seeks damages in excess entry of any judgment arising from, any such Third Party Action without the prior written consent of the amount recoverable from the Indemnifying Party under Section 11.10Party, which shall not be unreasonably withheld, conditioned or delayed.

Third Party Actions. A In the event any Action is instituted by any third party entitled to indemnification hereunder (against an “Indemnified Party”) shall give prompt written , which involves a Claim for which indemnification may be sought, the Indemnified Party will, promptly after receipt of notice to of any such Action, notify the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) indemnifying party of the commencement thereof; provided, however, that any delay or assertion failure on the part of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such an Indemnified Party shall seek indemnification hereunder. Any failure to so to notify an Indemnifying Party the indemnifying party shall not relieve the indemnifying party except to the extent, if any, that such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice or delay materially and adversely prejudices the ability of the indemnifying party to defend the interests of the indemnifying party in such Indemnifying PartyAction. The Indemnifying Indemnified Party shall have the right to control the defense or settlement of such Action; provided that the indemnifying party and its counsel (at such party’s sole expense) may participate in (but not control the conduct of) the defense of such Action, but only to the extent that such participation does not affect any privilege relating to the Indemnified Party. Any settlement by the Indemnified Party of any such Action with third party claimants, or any judgment by any Governmental Authority with respect to such Action with third party claimants, shall be determinative of the amount of Losses relating to such matter for purposes of this Article VI. The indemnifying party shall not be liable for any settlement of any Action which settlement is effected without the written consent of the indemnifying party, which shall not be unreasonably withheld. If the Indemnified Party does not assume control of the defense ofor settlement of an Action, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may not be defenses available to such Indemnified Party that are different from or additional to those available to liable for any settlement of any Action by the Indemnifying Partyindemnifying party, or (d) which settlement involves anything other than solely monetary damages paid by the indemnifying party, without the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlementconsent, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party which shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10unreasonably withheld.

Third Party Actions. A party entitled (A) If an Indemnitee receives notice of any matter or any threatened matter that may give rise to an indemnification hereunder claim against the Indemnitor (an the “Indemnified PartyThird Party Claim”) ), then the Indemnitee shall give prompt promptly deliver to the Indemnitor a written notice describing, to the Party extent practicable, such matter in reasonable detail. The failure to make prompt delivery of such written notice (so long as a notice pursuant to this Section ‎10.3(c)(ii)(A) that is obligated to provide indemnification hereunder (an “Indemnifying Party”) includes any written notice of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”claimant is given before the expiration of the applicable period set forth in Section ‎10.1) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party the Indemnitor from any liability that it may have under this Section ‎10.3 with respect to such Indemnified Party under this ARTICLE 7 unless matter, except to the extent the Indemnitor is actually materially prejudiced by failure to give such notice materially and adversely prejudices such Indemnifying Partynotice. The Indemnifying Indemnitee shall deliver to the Indemnitor copies of all other notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. The Indemnitor, by notice to the Indemnitee within ten (10) days of the receipt of notice of such Third Party Claim, shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledright, at its own option and expense, to assume the defense of any such matter with its own counsel, provided that the Indemnitor shall allow the Indemnitee a reasonable opportunity to participate in the defense of such third party action Third Party Claim with its own counsel and at its own expense. (providedB) If the Indemnitor elects to assume the defense of and indemnification for any such matter, howeverthen: (1) notwithstanding anything to the contrary contained in this Agreement, that the Indemnifying Party Indemnitor shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys’ fees or other expenses incurred on behalf of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party Indemnitee in connection with such matter following the Indemnitor’s election to assume the defense of such third matter, unless the Indemnitor fails to defend diligently the action or proceeding within ten (10) days after receiving notice of such failure from the Indemnitee; (2) each party actionshall reasonably cooperate, and cause its Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; and (b3) the Indemnifying Party Indemnitor shall not, without the written consent of the Indemnitee, which shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge be unreasonably withheld, conditioned or delayed, settle or compromise any pending or threatened Action in respect of such third party action, (c) the Indemnified Party shall have reasonably concluded that there which indemnification may be defenses available sought hereunder (whether or not the Indemnitee is an actual or potential party to such Indemnified Party that are different from Action) or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into which (i) does not, to the extent that the Indemnitee may have any settlement that does not liability with respect to such Action, include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to each Indemnified Party the Indemnitee of a written release of the Indemnitee from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control Action, (but shall be entitled to participate at ii) imposes injunctive or other equitable relief on the Indemnitee or any of its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionAffiliates, or acknowledgment (iii) involves a finding or admission of any third party action violation of applicable Law by the Indemnitee or any of its Affiliates. (aC) as to which If the Indemnifying Party fails Indemnitor elects not to assume the defense within a reasonable length of timeand indemnification for such matter, (b) to then the extent Indemnitee shall defend such matter with the third party action seeks an orderassistance of counsel selected by the Indemnitee; provided that the Indemnitee shall not settle, injunctionadjust or compromise such matter, or other equitable relief against admit any liability with respect to such matter, without the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition prior written consent of the Indemnified PartyIndemnitor (such consent not to be unreasonably withheld, conditioned or delayed). (cD) if the third party action seeks damages The procedures in excess this Section ‎10.3(c)(ii) shall not apply to direct claims of the amount recoverable from the Indemnifying Party under Section 11.10Buyer Indemnitees.

Third Party Actions. A party entitled If any Action is begun, made or instituted by a third Person as a result of which any Indemnifying Party may become obligated to indemnification hereunder (an “Indemnified Party”) , such Indemnified Party shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right agrees to assume control of the defense ofdefend, settle, contest or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 protect the Indemnified Party against any Action at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall be entitledhave the right, at its own expensebut not the obligation, to participate in the defense of such third party action (providedat his, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from her or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of)thereof by counsel of the Indemnified Party’s choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails to timely defend, contest or otherwise protect against such Action or send a reservation of rights as set forth in clause (A) below, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to have sole control overrecover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the defense or settlementresult of such Action, compromise, admission, or acknowledgment of any third party action (a) as to which and the Indemnifying Party fails shall be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party. If the Indemnifying Party assumes the defense of any Action, (A) it will be conclusively established for purposes of this Agreement that the claims made in that Action are within the scope of and subject to indemnification, unless the Indemnifying Party delivers written notice to the Indemnified Party reserving the right to deny indemnification and/ or defense of the Action thereafter (in which case the Indemnified Party may assume the defense of such Action unless such reservation of rights is withdrawn within a reasonable length thirty (30) days), and (B) no compromise or settlement of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified such claims may be effected by any Indemnifying Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of without the Indemnified Party, ’s consent (not to be unreasonably withheld or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10delayed).

Third Party Actions. A The party entitled or parties hereto being indemnified. Purchaser Indemnitees and the ESOP Indemnitees, are referred to indemnification hereunder (an in this Section 10.2(c) as the “Indemnified Party”) , and the indemnifying party is referred to herein as the “Indemnitor.” Except with respect to Tax Claims, which are governed by Section 10.2(e)(iii), any Indemnified Party shall give the other parties hereto prompt written notice of any third-party claim that may give rise to any indemnification obligation under this Article X, together with the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) estimated amount of such claim, a detailed summary of the commencement or assertion of any action, proceeding, demand, or claim material facts known by a third party (collectivelythe Indemnified Party regarding the claim, a “third party action”copy of all papers served with respect to such claim (if any) in respect and the basis of which such the Indemnified Party shall seek Party’s request for indemnification hereunder. Any under this Article X; provided, however, that the failure so to notify an Indemnifying Party the Indemnitor shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party the Indemnitor of its Liabilities under this ARTICLE 7 unless Article X except to the extent that (and only to the extent that) the Indemnitor shall have been materially prejudiced by such failure to give such notice materially and adversely prejudices notice, in which case the Indemnitor shall be relieved of its Liabilities under this Article X to the extent of such Indemnifying Partymaterial prejudice. The Indemnifying Indemnitor shall have the right to assume the defense or prosecution (at the Indemnitor’s expense) of any such claim through counsel of the Indemnitor’s choosing by so notifying the Indemnified Party within thirty (30) days of the first receipt by the Indemnitor of notice of such claim from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party; provided, further, however, that such election shall not prejudice the right of the Indemnitor to dispute whether such claim is an indemnifiable Loss under this Article X. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Indemnified Party and Indemnitor exists in respect of such third-party claim, the Indemnitor and Indemnified Party shall share equally the reasonable fees and expenses of any one (1) additional counsel as may be required to be retained in order to resolve such conflict. Subject to the limitations set forth in this Article X, the Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnitor has not assumed the defense or prosecution of any such third-party claim (other than during any period in which the Indemnified Party will have failed to give notice of the third-party claim as provided above but only if the Indemnified Party is actually entitled to indemnification under this Article X). If the Indemnitor assumes such defense or prosecution, the Indemnified Party shall have the right to assume control of participate in the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledprosecution thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor; it being understood that the Indemnitor controls such defense or prosecution. If the Indemnitor chooses to participate defend or prosecute a third-party claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnitor, the retention, and the provision to the Indemnitor and its Representatives, of records and information reasonably relevant to such third third-party action (providedclaim, however, that the Indemnifying Party shall pay the attorneys’ fees and making employees of the Indemnified Party if (a) and its Affiliates available on a mutually convenient basis to provide additional information and explanation of any materials provided under this Section 10.2(e)( i). If the employment of separate counsel Indemnitor chooses to defend or prosecute any third-party claim, the Indemnitor shall have been authorized in writing by such Indemnifying Party in connection with the defense full control of such third party actiondefense or prosecution, (b) including any compromise or settlement thereof; provided that the Indemnifying Party Indemnitor shall not have employed counsel reasonably satisfactory agree to any settlement, compromise or discharge of such third-party claim that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Party to have charge or any of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, its Affiliates or (dii) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each indemnified Person that is the subject of such third-party claim, in each of clauses (i) and (ii) without the prior written consent of the Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnitor fails to notify the Indemnified Party within thirty (30) days after receipt of any notice of any third-party claim that may give rise to any indemnification obligation under this Article X that the Indemnitor elects to defend the Indemnified Party pursuant to this Section 10.2(e), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable fees and expenses of counsel employed by the Indemnified Party in connection with (but only if the Indemnitor is actually entitled to indemnification under this Article X), such third-party claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such third-party claim if indemnification is to be sought under this Article X, without the Indemnitor’s consent (but which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnitor shall have the right to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.2(e) and to employ counsel, at its own expense, separate from the counsel employed by the Indemnified Party; it being understood that the Indemnified Party controls such defense; provided that if at any time the Indemnitor acknowledges in writing such third-party claim is a Loss subject to this Article X, the Indemnitor shall be entitled to participate at its own expense in assume the defense ofof such third-party claim in accordance with this Section 10.2(e). If either the ESOP or Purchaser is the Indemnitor, then all actions of such Indemnitor under this Section 10.2(e)(i) shall be taken by the ESOP or Purchaser, as the case may be, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) look solely to the extent ESOP or Purchaser, as the third party case may be, for any action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party decision required under this Section 11.10I0.2(e)(i).

Third Party Actions. A If a third party commences any action or makes any demand against either Party for which such Party (“lndemnified Party”) is entitled to indemnification hereunder under this Agreement, such Indemnified Party will promptly notify the other Party (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose writing of such third party action on such terms as it deems appropriateor demand; provided, however, that: 7.4.1 The that if the Indemnified Party assumes the defense of the action and fails to provide prompt notice to the Indemnifying Party, such failure shall be entitlednot limit in any way the Indemnifying Party’s obligation to indemnify the Indemnified Party except to the extent that such failure materially prejudices the Indemnifying Party’s ability to defend the JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) action. The Indemnifying Party may, at its own expenseexpense and without limiting its obligation to indemnify the Indemnified Party, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, or the Indemnifying Party may, at its own expense and without limiting its obligation to have charge indemnify the Indemnified Party, assume the defense of such third party action, (c) action with counsel reasonably acceptable to the Indemnified Party. In any event, the Party that has assumed the defense of such action shall provide the other Party with copies of all notices, pleadings, and other papers filed or served in such action. Neither Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from make any settlement or additional to those available to adjustment without the other Party’s prior written consent, which consent (a) in the case of the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall will not be entitled to control (but shall be entitled to participate at its own expense in unreasonably withheld if the defense of), and settlement or adjustment involves only the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment payment of any third party action (a) as to which money damages by the Indemnifying Party fails to assume the defense within a reasonable length of time, and (b) to in the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition case of the Indemnified Party, or (c) may be withheld for any reason if the third party action seeks damages in excess of settlement or adjustment involves performance or admission by the amount recoverable from the Indemnifying Party under Section 11.10Indemnified Party.

Third Party Actions. A party entitled to indemnification hereunder Any Purchaser Indemnitee or Seller Indemnitee (an the “Indemnified PartyIndemnitee”) shall give the other parties hereto prompt written notice of any third-party claim or portion thereof that may give rise to any indemnification obligation under this Article X, together with the Party that is obligated estimated amount of such claim and a summary of the material facts known by the Indemnitee regarding the claim, and the indemnitor with respect to provide indemnification hereunder such claim (an the “Indemnifying PartyIndemnitor”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control the defense (at the Indemnitor’s expense) of any such claim through counsel of the defense of, settle, or otherwise dispose Indemnitor’s choosing by so notifying the Indemnitee within thirty (30) days of the first receipt by the Indemnitor of notice of such third claim from the Indemnitee; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnitee. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Indemnitee and any Indemnitor exists in respect of such third-party action claim, the Indemnitor shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to resolve such conflict. The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense of or is not diligently pursuing the defense of any such third-party claim (other than during any period in which the Indemnitee will have failed to give notice of the third-party claim as provided above). If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor controls such defense. If the Indemnitor chooses to defend or prosecute a third-party claim, the Indemnitee shall, at the Indemnitor’s expense, cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnitor, the retention, and the provision to the Indemnitor, of records and information reasonably necessary to the defense of such third-party claim, and making employees of the Indemnitee and its Affiliates available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder; provided, that the parties shall enter into a reasonable joint defense agreement if necessary to protect any privilege available to the Indemnitee or its Affiliates. If the Indemnitor chooses to defend or prosecute any third-party claim, the Indemnitee shall agree to any settlement, compromise or discharge of such terms as it deems appropriatethird-party claim that the Indemnitor may recommend and that, by its terms, discharges the Indemnitee and its Affiliates from the full amount of liability in connection with such third-party claim; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in without the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees consent of the Indemnified Party if (a) Indemnitee, the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party Indemnitor shall not have employed counsel reasonably satisfactory consent to, and the Indemnitee shall not be required to the Indemnified Party to have charge of such third party actionagree to, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that (A) provides for injunctive or other non-monetary relief affecting the Indemnitee or any of its Affiliates, including a finding or admission of any violation of any Law or Approval of a Government Authority or a violation of the rights of any Person, and (B) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect indemnified Person that is the subject of such third third-party action; and 7.4.4 The Indemnifying Party shall not claim. Notwithstanding the foregoing, if an Indemnitee determines in good faith that there is a reasonable probability that a third-party claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to control indemnification under the Agreement (but shall be entitled determined without regard to participate at its own expense in the defense ofThreshold), and the Indemnified Party shall Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise or settle such third-party claim (except for any third-party claim relating to U.S. federal income Taxes), but the Indemnitor will not be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment bound by any determination of any third third-party action (a) as to which claim so defended for the Indemnifying Party fails to assume the defense within a reasonable length purposes of time, (b) to the extent the third party action seeks an order, injunction, this Agreement or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, any compromise or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10settlement effected without its consent.

Third Party Actions. A With respect to any Litigation instituted by any Person against a party entitled to indemnification hereunder hereunder, (an the “Indemnified Party”): The Indemnified Party will give the party(ies) shall give from which it seeks indemnity (the “Indemnifying Party(ies) prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a such third party action (collectively, a ““ Third Party Action”). The complaint or other papers pursuant to which the third party action”commenced such Third Party Action will be attached to such written notice. In the event that (i) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so does not deliver to notify an the Indemnifying Party prompt written notice of a Third Party Claim promptly after commencement or (ii) fails to attach the entire complaint or all of the other papers pursuant to which the third party commenced such Third Party Action, each as required by this Section 12.6, then the Indemnifying Party’s obligation to indemnify shall not relieve such Indemnifying Party from any liability that it may have be reduced to such the extent the Indemnified Party under this ARTICLE 7 unless the Party’s failure to give such provide prompt, accurate and complete written notice materially and adversely prejudices such has prejudiced the Indemnifying Party. The Indemnifying Party shall have the right to assume control will contest and defend such Third Party Action on behalf of any Indemnified Party that requests that they do so. Notice of the defense of, settle, or otherwise dispose intention to so contest and defend will be given by Indemnifying Party to the requesting Indemnified Party within twenty (20) Business Days after the Indemnified Party’s notice of such third party action on Third Party Action (but, in all events, at least five (5) Business Days prior to the date that a response to such terms as it deems appropriate; provided, however, that: 7.4.1 The 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 shall will be entitledentitled 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. An 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 Third Party Action, including providing reasonable access (providedupon reasonable notice) to the books, however, that the Indemnifying Party shall pay the attorneys’ fees records and employees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with relevant to the defense of such third party action, (b) the Third Party Action. Neither an Indemnified Party nor an Indemnifying Party shall not have employed counsel reasonably satisfactory to may concede, settle or compromise any Third Party Action without the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval consent of the Indemnified Party before entering into or making any settlementother party, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall which consents will not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10unreasonably withheld.

Third Party Actions. A Promptly after receipt by a party entitled to indemnification hereunder (an “Indemnified Party”) shall give prompt written of notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim action by a third party which could give rise to Indemnifiable Damages (collectivelyan "Indemnified Party") the Indemnified Party will, if a “claim thereof is to be made against the other parties hereto (an "Indemnifying Party"), notify the Indemnifying Party of the commencement thereof; provided, however, that the omission to so notify the Indemnifying Party will not relieve them from any liability which they may have hereunder unless the Indemnifying Party have been materially prejudiced thereby. The parties agree that with respect to any such third party action”) in respect of which such action the Indemnified Party shall seek indemnification hereunder. Any failure so to notify an (i) assume the defense thereof with its own legal counsel, (ii) provide the Indemnifying Party shall not relieve with all information that they reasonably request relating to the handling of such claim, (iii) confer with the Indemnifying Party from as to the most cost-effective manner in which to handle such claim, and (iv) use its reasonable efforts to minimize the cost of handling such claim. With respect to any liability that it may have action commenced by a third party which could give rise to such Indemnified Party under this ARTICLE 7 unless Indemnifiable Damages and which seeks recovery solely of money damages, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to participate in, and, to the extent that they may wish, jointly or individually, to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriatethereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverthat prior to the assumption of such defense the Indemnifying Party assuming such defense must acknowledge in writing to the Indemnified Party that they shall be fully responsible (with no reservation of rights) for all Indemnifiable Damages relating to such claim; provided, that: 7.4.1 The further, if the defendants in any action include both the Indemnified Party and any of the Indemnifying Parties and there is a conflict of interest which would prevent such counsel from also representing the Indemnified Party, then the Indemnified Party shall be entitled, at its own expense, have the right to select separate counsel to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of their election to so assume the employment defense thereof, the Indemnifying Party, as applicable, will not be liable to the Indemnified Party pursuant to the provisions of separate Section 10.1 for the related counsel shall have been authorized in writing fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof other than reasonable costs of such third party actioninvestigation, unless (bi) the Indemnified Party shall have employed counsel in accordance with the provisions of the preceding sentence; (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge represent it within a reasonable time after notice of such third party the commencement of the action, or (ciii) the Indemnifying Party shall not have authorized the employment of counsel for the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party, or (d) as applicable. Notwithstanding anything to the Indemnified Party’s counsel shall have advised contrary in this Section 10.3, the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain have the prior written approval of the Indemnified Party before entering into right to settle or making compromise any settlement, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in for which it has assumed the defense of), and if the Indemnified Party shall be entitled to have sole control over, the defense settlement or settlement, compromise, admission, or acknowledgment of compromise provides for any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, injunctive or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect or otherwise provides for any continuing obligations of any nature against the business, operations, assets, Indemnified Party or financial condition loss of rights of the Indemnified Party, or (c) if and nothing stated in this Section 10.3 shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party all Indemnifiable Damages pursuant to Section 10.1. With respect to any such third party action seeks damages in excess of the amount recoverable from assumed by the Indemnifying Party under Section 11.10Party, as applicable, the parties agree to provide each other with all information that they reasonably request relating to the handling of such matter.

Third Party Actions. A party entitled to indemnification hereunder (a) If any third Person shall commence an Action against any Indemnified Party (a “Indemnified PartyThird Party Action”) with respect to any matter which may give rise to a claim for indemnification under this Article IXX, then the Indemnified Party shall give prompt written notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include a reference to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) specific provisions of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) this Agreement in respect of which such it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party shall seek indemnification hereunder. Any failure so to notify an in notifying the Indemnifying Party shall not relieve such the Indemnifying Party from any liability that it may have its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Partynotice. The Indemnifying Party will have thirty (30) days from the delivery of such Third Party Action Notice (the “Response Period”) to determine whether or not (i) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., Baltimore, Maryland time on the last day of the Response Period, (ii) responds to the Third Party Action Notice, but disputes the claim for indemnity hereunder and elects not to assume the defense, or (iii) responds to the Third Party Action Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, the Indemnified Party shall have the right to assume control of defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall deem appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 11.6. (c) If the Indemnifying Party affirmatively disputes the right to indemnity, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 11.6. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) such defense or settlement shall be entitledat the sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to clause (vi) below; (ii) the Indemnifying Party and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party, provide periodic updates to the Indemnified Party in order to keep the Indemnified Party reasonably informed as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall reasonably cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may employ its own counsel and participate in such defense or settlement at the Indemnified Party’s sole cost and expense, to participate in but the defense control of such third party action defense and the settlement shall rest with the Indemnifying Party; (providedvi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, howeverthe Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party shall not be obligated to pay the attorneys’ fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party if has been advised by counsel that (ax) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the employment Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of separate counsel shall have been authorized in writing by such those that may be available to the Indemnifying Party in connection with the defense of respect to such third party action, Third Party Action; or (bB) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to have charge for the defense or settlement of such third party actionThird Party Action; provided, (c) however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this item (vi) shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to not relieve the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised Party of its obligation to indemnify and hold the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);harmless; and 7.4.2 The Indemnifying Party (vii) in no event 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to such Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party prior written consent of a release from all liability in respect of such third party action; and 7.4.4 The the Indemnifying Party (which consent shall not be entitled to control unreasonably withheld or delayed). (but shall be entitled to participate at its own expense in e) The Damages resulting from the defense of)settlement or the final, and the Indemnified non-appealable adjudication of such Third Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionAction, or acknowledgment of any third party action (a) that portion thereof as to which the defense is unsuccessful (such Damages, together with Undisputed Indemnity Amounts and Resolved Indemnity Amounts, are interchangeably and collectively referred to herein as “Final Losses”), shall be conclusively deemed a Liability of the Indemnifying Party fails to assume the defense within Indemnified Party if the Indemnifying Party: (i) does not respond to a reasonable length Third Party Action Notice by 5:00 p.m., Baltimore, Maryland time on the last day of timethe Response Period; (ii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity; (iii) does not elect to defend against any Third Party Action for which it disputes the Indemnified Party’s right to indemnity, and such dispute is resolved, in accordance with Section 11.6, in a manner affirming the Indemnified Party’s right to indemnity; (biv) elects to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity hereunder; or (v) elects to defend against any Third Party Action for which it does dispute the right to indemnity, to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of dispute is resolved in a manner affirming the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10’s right to indemnity.

Third Party Actions. A party entitled Except for Tax matters addressed in Section 5.5, in the event any Action is instituted against an Indemnified Party which involves or appears reasonably likely to indemnification involve an Indemnification Claim hereunder (an a “Third Party Claim”), the Indemnified Party”) shall give prompt written Party will, promptly after receipt of notice to of any such Action (and in no event later than 5 business days after receipt of such notice), notify the Indemnifying Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion thereof. The failure to so notify the Indemnifying Party of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not Action will relieve such the Indemnifying Party from any liability in connection therewith only if and to the extent that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices affects the ability of the Indemnifying Party to defend its interests in such Indemnifying PartyAction. The Indemnifying Party shall have the right right, in its sole discretion, to assume control of the defense of, settle, or otherwise dispose settlement of such third party action on such terms as it deems appropriateAction; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if and its counsel (aat such party’s sole expense) may participate in (but not control the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with conduct of) the defense of such third party actionAction; and provided further that, (bi) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) unless the Indemnified Party shall have reasonably concluded that there may provided its consent thereto (which consent shall not be defenses available to unreasonably withheld, conditioned or delayed), any settlement of such Action by the Indemnifying Party shall include an absolute, unconditional and irrevocable release in favor of the Indemnified Party that are different by the third party claimants in the Action from or additional and against all claims, obligations and liabilities relating to those available to the Action, and (ii) except with the consent of the Indemnified Party and the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall which consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but unreasonably withheld, conditioned or delayed, no settlement of any such Action with third party claimants shall be entitled determinative of the amount of Damages (if any) relating to participate at its own expense in such matter. In the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which event that the Indemnifying Party fails has consented to assume any such settlement, the defense within a reasonable length Indemnifying shall have no power or authority to object under any provision of time, (b) this Article 7 to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition amount of the Indemnified PartyIndemnification Claim, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10with respect to such settlement.

Third Party Actions. A In the event any claim is made, suit is brought, or other proceeding instituted against a party entitled to this Agreement which involves or appears reasonably likely to involve a Loss, the Indemnified Party will, within 10 days after receipt of notice of any such claim, suit, or proceeding for which indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to may be sought, notify the Indemnifying Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) in writing of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriatethereof; provided, however, that: 7.4.1 that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party can demonstrate actual monetary prejudice as a direct or indirect result of such failure. The Indemnified Party may elect, within 30 days after the Indemnifying Party's receipt of such notice, or five days before the return date required by any citation, claim, or other statute, whichever occurs earlier, to contest or defend against such claim at the Indemnifying Party's expense, and shall give written notice to the Indemnifying Party of the commencement of such defense. The Indemnifying Party, its subsidiaries, successors, and assigns shall be entitled, at its own expense, entitled to participate with the Indemnified Party in such event (at the Indemnifying Party's cost and expense). In the event that the Indemnified Party does not elect to contest, defend, settle, or pay the claim as provided above, the Indemnifying Party, its subsidiaries, successors, or assigns shall have the exclusive right to prosecute, defend, compromise, settle, or pay the claim in its sole discretion and pursue its rights under this Agreement but shall not be entitled in any way to release, waive, settle, modify, or pay such claim without the consent of the Indemnified Party. Each party, its subsidiaries, successors, and assigns shall cooperate in the defense of such third party action (provided, however, that and the Indemnifying Party records of each shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct other with respect to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10defense.

Third Party Actions. A If any claim is made, suit is brought or tax audit or other proceeding instituted against an indemnified party entitled that involves or appears reasonably likely to involve either Pittencrieff Losses or Seller Losses, as the case may be, the indemnified party will, promptly after receipt of notice of any such claim, suit or proceeding for which indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to may be sought, notify the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) indemnifying party of the commencement or assertion of any action, proceeding, demand, or claim by a third thereof. The indemnified party (collectivelyat its expense, unless a “third conflict exists such that the parties cannot be represented by the same counsel, in which event the indemnifying party action”shall pay for one counsel for the indemnified party) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party and shall be entitled, at its own expense, given the opportunity to participate associate with the indemnifying party in the defense of such third claim, suit or proceeding, provided that counsel for the indemnifying party action (providedshall act as lead counsel in all matters pertaining to the defense or settlement of such claim, howeversuit or proceeding, that and the Indemnifying Party indemnifying party shall pay have control of such claim, suit or proceeding, including the attorneys’ fees right to settle such claim, suit or proceeding without the consent of the Indemnified Party if (a) indemnified party. An indemnified party shall not, except at its own cost, make any settlement with respect to any such claim, suit or proceeding without the employment prior consent of separate counsel the indemnifying party, which consent shall not be unreasonably withheld. If an indemnified party determines to settle any such claim, suit or proceeding without the prior consent of the indemnifying party, the indemnifying party shall have been authorized no further indemnification obligations under this Section 13 with respect to such claim, suit or proceeding. Notwithstanding anything in writing this Section 13.7 to the contrary, if the indemnifying party, by the fifteenth day after its receipt of notice of any such Indemnifying Party claim, suit or proceeding (or, if earlier, by the fifth day preceding the day on which an answer or other pleading must be served in connection with order to prevent judgment by default in favor of the person asserting such claim), does not notify the indemnified party that it has undertaken to defend against such claim, the party to be indemnified will have the right, but not the obligation, to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party and at the indemnifying party's expense, subject to the right of the indemnifying party to assume the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory claims at any time prior to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromisecompromise or final determination thereof. In such event, admission, or acknowledgment of the validity of such third indemnified party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to will notify the entry indemnifying party of any judgment or enter into any proposed settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of no later than three days before such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10settlement is effected. 14.

Third Party Actions. A If any third party entitled should institute or assert any claim, action or proceeding against any party hereto with respect to indemnification hereunder which such party determines it may seek to be indemnified, held harmless and/or defended, pursuant to the assumption or exclusion of liabilities set forth in Sections 3.03 and 3.04 hereof, the party hereto against whom such claim, action or proceeding has been instituted or asserted (the "indemnified party") shall promptly notify each party hereto by whom it may seek to be indemnified, held harmless and/or defended (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”"indemnifying party") of the commencement institution or assertion of any actionsuch claim, action or proceeding, demandand, if so requested by an indemnifying party, shall promptly furnish such indemnifying party with a copy of any written claim, complaint, notice of violation or claim by a other similar document the indemnified party may have received from the third party (collectivelyinstituting or asserting such claim, a “third action or proceeding. An indemnified party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right (but not the obligation) (i) to assume control direct and control, through legal counsel of its own choosing, the defense of, settle, or otherwise dispose of such any third party claim, action or proceeding and (ii) to compromise and settle any third party claim, action or proceeding on any basis and in any manner such terms as it indemnified party deems necessary or appropriate; provided, however, that: 7.4.1 The Indemnified Party that (a) each indemnifying party shall be entitledhave the right to participate, at its own cost and expense, through legal counsel of its own choosing, subject to participate the control of the indemnified party and its legal counsel, in the defense of any third-party claim, action or proceeding with respect to which indemnity is sought hereunder, (b) prior to compromising or settling any third-party claim, action or proceeding with respect to which indemnity is sought hereunder, the indemnified party shall notify such third indemnifying party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if proposed terms and conditions of the compromise or settlement and (ac) in the employment case of separate any third-party claim, action or proceeding with respect to which indemnity is sought hereunder that involves only the payment of money damages by the indemnified party, such indemnifying party may assume (jointly with any and all other indemnifying parties), at its own cost and expense, through legal counsel shall have been authorized in writing by such Indemnifying Party in connection with of its own choosing reasonably acceptable to the indemnified party, the direction and control of the defense of such third third-party actionclaim if, but only if (bi) such indemnifying party acknowledges that it is obligated to indemnify and hold harmless the Indemnifying Party shall not have employed counsel reasonably satisfactory indemnified party with respect to the Indemnified Party to have charge of all judgments, settlements, compromises and other losses, damages, costs and expenses in connection with such third third-party actionclaim, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent proceeding and (2) such third-party claim, action or proceeding continues to involve only the entry payment of any judgment or enter into any settlement that does not include as an unconditional term thereof money damages by the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under indemnified party. Section 11.109.03.

Third Party Actions. A party (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim, Action or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the Indemnifying Party promptly after receipt by such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail (i) the facts giving rise to any claim for indemnification hereunder, to the extent known, (ii) the amount or method of computation of the 97989374_16 amount of such claim, if reasonably practicable, (iii) each individual item of Loss included in the amount so stated, to the extent known, (iv) the date such item was paid or properly accrued and (v) the nature of the breach of representation, warranty, covenant or agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (an all of the foregoing, the “Indemnified PartyClaim Information”) ), and shall give prompt written notice provide any other information with respect thereto as the Indemnifying Party may reasonably request, to the Party that is obligated extent reasonably available. The failure to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any actionsuch notice, proceedinghowever, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such release the Indemnifying Party from any liability that it may have to such Indemnified Party of its obligations under this ARTICLE 7 unless Article VIII except to the failure to give extent that the Indemnifying Party is actually and materially prejudiced by such notice materially and adversely prejudices such Indemnifying Party. failure. (b) The Indemnifying Party shall have the right right, upon written notice to the Indemnified Party within 10 Business Days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume control the defense thereof at the expense of the defense ofIndemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay only have the attorneys’ fees right to assume and control the defense of a Third Party Claim to the extent that: (i) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party if or its Affiliates (aother than injunction, equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought), (ii) the employment of separate Indemnified Party has not been advised by counsel shall have been authorized in writing by such that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such third party actionthe Third Party Claim, (biii) the Third Party Claim does not relate to or otherwise arise in connection with any criminal Action and (iv) the Indemnifying Party shall not have employed counsel reasonably satisfactory to conducts the Indemnified defense of the Third Party to have charge Claim actively and diligently. If the Indemnifying Party assumes the defense of such third party actionThird Party Claim, (c) the Indemnified Party shall have reasonably concluded that there may the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be defenses available to such Indemnified Party that are different from or additional to those available to at the Indemnifying Party, or (d) expense of the Indemnified Party’s ; provided, that if in the reasonable opinion of counsel shall have advised for the Indemnified Party that Party, there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall obtain be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third Party Claim, (x) it shall defend such Third Party Claim actively and diligently to final conclusion or settlement, (y) it shall keep the Indemnified Party reasonably advised of the status of such Third Party Claim the defense thereof and shall consider in good faith recommendations made by the Indemnified Party with respect thereto and (z) the Indemnified Party shall cooperate in good faith with the Indemnifying Party in such defense and use commercially reasonable efforts to make available (subject to the provisions of Section 5.2) to the Indemnifying Party all pertinent witnesses (who have relevant knowledge relating to such matters), records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not agree to any settlement, compromise or discharge or consent to judgment of such Third Party Claim without the prior written approval consent of the Indemnified Party before entering into or making any unless such settlement, compromisecompromise or discharge or consent to judgment (i) does not impose any equitable or other non-monetary remedies or obligations on the Indemnified Party, admission(ii) results in the full and general release of the Indemnified Party and its affiliated Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, from all liabilities and obligations arising or relating to, or acknowledgment in connection with, the Third Party Claim, and (iii) does not involve a finding or admission of wrongdoing or any violation of Law or any violation of the validity rights of such third party action 97989374_16 any Person by the Indemnified Party. Whether or any liability in respect thereof; 7.4.3 No not the Indemnifying Party shall consent to assumes the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party defense of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Third Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of)Claim, and the Indemnified Party shall not admit any liability with respect to, or settle, or offer to settle, such Third Party Claim without the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim or Action against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be entitled to have sole control overcollected from such Indemnified Party, the defense or settlementIndemnified Party shall deliver notice of such claim containing the Claim Information promptly to the Indemnifying Party, compromise, admission, or acknowledgment of and shall provide any third party action (a) other information with respect thereto as to which the Indemnifying Party fails to assume the defense within a reasonable length of timemay reasonably request, (b) to the extent reasonably available. The failure to provide such notice, however, shall not release the third party action seeks an order, injunction, or other equitable relief against Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. The Indemnified Party whichshall reasonably cooperate and assist the Indemnifying Party in resolving such claim for indemnity. Such assistance and cooperation shall include using commercially reasonable efforts to provide reasonable access to and copies of (subject to the provisions of Section 5.2) information, if successfulrecords and documents relating to such matters, would materially adversely affect and furnishing pertinent employees (who have relevant knowledge relating to such matters) to reasonably assist in the businessinvestigation and resolution of such matters. This Section 8.6 shall not apply to Taxes. (d) Notwithstanding anything contained herein to the contrary, operationsin the event of any conflict between the provisions of this Section 8.6 relating to the defense of a Third Party Claim for which the R&W Insurance Policy is or may be responsible for any payments with respect to such Third Party Claim and the provisions of the R&W Insurance Policy, assets, or financial condition the provisions of the R&W Insurance Policy shall govern and control and the rights of the Indemnified Party, or (c) if Parties and the third party action seeks damages Indemnifying Parties hereunder in excess respect of the amount recoverable from defense of such Third Party Claim are expressly subordinated to the Indemnifying provisions of the R&W Insurance Policy and the rights of the insurer thereunder relating to the defense of Third Party under Section 11.10Claims.

Third Party Actions. A In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party entitled to indemnification hereunder this Agreement (an a “Third Party Action”), subject to Section 9.05(h), the Indemnified Party”) Party shall give prompt written notice to the Indemnifying Party that is obligated to provide indemnification hereunder containing the same information as a Direct Claim Notice promptly (an “and in any event within 15 days) after receiving notice or becoming aware of such Third Party Action. Upon receipt of such notice, the Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expensesole cost and expense and upon written notice to the Indemnified Party, to participate in may assume the defense of any such third party action (provided, however, that the Indemnifying Third Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection Action with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge provided that (i) the Indemnifying Party may only assume control of such third party actiondefense if (A) it acknowledges in writing to the Indemnified Party that any Losses that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Losses hereunder for which the Indemnified Party shall be indemnified pursuant to this Article IX and (B) such claim is not a criminal Action, an Action where only equitable relief is sought or an Action by a Governmental Authority and (cii) the Indemnified Party shall furnish the Indemnifying Party with such information as it may have reasonably concluded that there may be defenses available with respect to such Indemnified Third Party that are different from Action (including copies of any summons, complaint or additional other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise use commercially reasonable efforts to those available to cooperate with and assist the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the of such Third Party Action. The Indemnified Party shall be entitled to have sole control overparticipate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Third Party Action, the Indemnified Party may, but shall not be obligated to, defend against such Third Party Action in such manner as it may deem appropriate but may not settle such Third Party Action, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) and no action taken by the Indemnified Party in accordance with this Agreement in such defense shall relieve the Indemnifying Party of its indemnification obligations in this Article IX with respect to any Losses resulting therefrom. Notwithstanding anything to the contrary set forth herein, the Indemnifying Party shall not settle any Third Party Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or settlement, compromise, admission, or acknowledgment delayed) unless (i) the terms of any third party action (a) as to the compromise and settlement require only the payment of money for which the Indemnifying Party fails to assume the defense within a reasonable length of timeis solely liable, (bii) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party whichis not required to admit any wrongdoing, if successfultake or refrain from taking any action, would materially adversely affect the business, operations, assets, or financial condition acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified PartyParty may have against the person or entity making the Third Party Claim, or and (ciii) if the third party action seeks damages in excess Indemnified Party receives, as part of the amount recoverable compromise and settlement, an unconditional release from any and all claims, obligations and Liabilities with respect to the Indemnifying Third Party under Section 11.10Claim.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this Article 5 (a "Third Party Claim"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party except to the extent the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any other liability it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify and defend the Indemnified Party and agrees in writing to provide such defense and indemnification, from and against any Indemnifiable Damages with respect to which such Indemnified Party is entitled to indemnification and defense under Section 5.01 hereof that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (b) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; (c) the Indemnifying Party conducts the defense of the claim actively and diligently; and (d) representation of both the Indemnified Party and the Indemnifying Party by the counsel selected by the Indemnifying Party would not create an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party. The In all other cases, the Indemnified Party shall be entitled to retain its own separate counsel and control the defense of the Third Party Claim, all at the sole cost and expense of the Indemnifying Party. If there is a conflict of interest, however, that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledselect separate counsel, at its own the Indemnifying Party's sole cost and expense, to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of its election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate this Article 5 for the related counsel shall have been authorized in writing and paralegal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthis paragraph, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such within a reasonable time after notice of the commencement of the action, or (iii) the Indemnifying Party has not authorized the employment of counsel for the Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall have no right to settle or (d) compromise, without the prior written consent of the Indemnified Party’s counsel shall have advised , any action or claim to the extent the settlement or compromise provides for any injunctive or other equitable relief against the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionother than monetary damages, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff providing to each the Indemnified Party by the third party of a release from release, in form and substance acceptable to the Indemnified Party, of all liability in respect of such third party action; and 7.4.4 claim. Nothing stated herein shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party any Indemnifiable Damages pursuant to the provisions of this Article 5. The Indemnified Party shall reasonably cooperate with the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of any action or claim assumed by the Indemnifying Party in accordance with the terms hereof and shall make available to the Indemnifying Party such information as the Indemnifying Party reasonably requests in connection with any such defense. For purposes of this Article 5, an "Indemnified Party" shall mean a party claiming defense or indemnification under this Article 5 and an "Indemnifying Party" shall mean a party from whom defense or indemnification is sought under this Article 5. With regard to any Third Party Claims for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earliest to occur of): (a) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, and or if earlier, ten (10) days prior to the date that the judgment creditor has the right to execute the judgment; (b) the entry of a non-appealable judgment or final appellate decision against the Indemnified Party; (c) a settlement of the claim; or (d) with respect to indemnities for tax liabilities, upon the issuance of any binding resolution by a taxation authority. Notwithstanding the foregoing, expenses of counsel to the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which reimbursed on a solicitor-client basis by the Indemnifying Party fails to assume the defense within Party. All indemnification claims not paid when due shall bear interest at a reasonable length of time, (b) rate equal to the extent lesser of 10% per annum or the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10highest rate permitted by law.

Third Party Actions. A party entitled If any third Person shall commence an Action against any Indemnified Party with respect to indemnification hereunder any matter (an a “Indemnified PartyThird Party Action”) which may give rise to a claim for indemnification under Article IX, then the Indemnified Party shall give prompt written notify the Indemnifying Party, in writing promptly after becoming aware of such Third Party Action, describing in reasonable detail the Third Party Action (such notice is called a “Action Notice”), and including a reference to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) specific provisions hereof in respect of which such indemnification is sought. It is agreed that no delay on the part of any Indemnified Party shall seek indemnification hereunder. Any failure so to notify an in notifying the Indemnifying Party shall not relieve such the Indemnifying Party from any liability its obligations hereunder, except to the extent that it may have the Indemnifying Party or its right to conduct defense of such Indemnified Party under this ARTICLE 7 unless the failure to give such notice claim is actually and materially and adversely prejudices such Indemnifying Partyprejudiced thereby. The Indemnifying Party may elect to defend against such Third Party Action; provided, however, that if, by 5:00 p.m., New York, New York time on the tenth (10th) Business Day after delivery of the Action Notice, the Indemnifying Party does not respond to the Action Notice, or responds to the Action Notice but elects not to assume the defense, the Indemnified Party shall have the right to defend against and settle such Third Party Action as the Indemnified Party deems appropriate, and the Indemnifying Party shall pay all Damages resulting from such Third Party Action in accordance herewith; provided, further, that if the Indemnifying Party affirmatively denies any indemnification obligation in its response to the Action Notice, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute regarding the right of indemnity in accordance with Section 10.5. Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against any Third Party Action: (i) such defense or settlement shall be at the sole cost of the Indemnifying Party; (ii) the Indemnifying Party and its counsel shall (A) conduct such defense or settlement at all times in good faith, (B) at the request of the Indemnified Party provide periodic updates as to the status of such defense, and (C) not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party; (iii) the Indemnified Party (A) shall reasonably cooperate with the Indemnifying Party, including making available to the Indemnifying Party, relevant witnesses and pertinent documents, (B) may elect to employ its own counsel and participate in such defense at the Indemnified Party’s cost and expense, and (C) notwithstanding the Indemnifying Party’s election to defend against the Third Party Action, upon written notice to the Indemnifying Party, elect to employ its own counsel and assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified the Third Party shall be entitled, at its own expense, to participate in the defense of such third party action Action if (provided, however, that 1) the Indemnifying Party shall pay is also a Person against whom the attorneys’ fees of Third Party Action is asserted and the Indemnified Party if has been advised by counsel that representation of both parties by the same counsel could present a conflict of interest; or (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b2) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party; provided, that the assumption of control of the defense of a Third Party to have charge of such third party action, (c) Action by the Indemnified Party pursuant to this clause (C) shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to not relieve the Indemnifying Party, or (d) Party of its obligation to indemnify and hold harmless the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas defined below) seeks indemnification under this Section 7, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any notify the Indemnifying Party (as defined below) thereof within a reasonable period of time after assertion thereof; provided, further, that the failure to so to notify an the Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to affect such Indemnified Party under this ARTICLE 7 unless Party's right to indemnification hereunder except to the failure to give such notice materially and adversely prejudices such extent that the Indemnifying Party's interests are actually prejudiced thereby. The Indemnifying Party shall have the right within thirty (30) days after receipt of such notice to assume the control of the defense ofdefense, settlecompromise or settlement of any such action, suit, proceeding, claim, liability, demand or otherwise dispose of such third party action on such terms as it deems appropriate; providedassessment, however, that: 7.4.1 The Indemnified Party shall be entitledincluding, at its own expense, to participate in the defense employment of such third party action (counsel; provided, however, that if the Indemnifying Party shall pay have exercised its right to assume such control, the attorneys’ fees Indemnified Party (i) may, in its sole discretion, employ counsel to represent it (in additional to counsel employed by the Indemnifying Party, and in the latter case, at the Indemnified Party's sole expense) in any such matter, and in such event counsel selected by the Indemnifying Party shall be required to cooperate with such counsel of the Indemnified Party if in such defense, compromise or settlement for the purpose of informing and sharing information with such Indemnified Party, and (aii) will, at its own expense, make available to the employment Indemnifying Party those employees of separate counsel shall have been authorized in writing by such the Indemnified Party or any affiliate of the Indemnified Party whose assistance, testimony or presence is necessary to assist the Indemnifying Party in connection evaluating and in defending any such action, suit, proceeding, claim, liability, demand or assessment; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the defense operations of such third party actionthe business of the Indemnified Party and its affiliates. The Indemnifying Party, (b) if it shall have assumed control of the defense, or the Indemnified Party, if the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of assumed such third party control, shall not compromise or settle any such action, (c) suit, proceeding, claim, liability or assessment without the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to consent of the Indemnifying Party or Indemnified Party, or (d) as the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlementcase may be, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall which consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense unreasonably withheld or delayed, if such compromise or settlement does not result in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment a release of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, as the case may be, form such action, suit, proceeding, claim, liability or (c) if the third assessment. For purposes of this Section, an "INDEMNIFIED PARTY" shall mean a party action seeks damages in excess of the amount recoverable claiming indemnification under this Agreement, and an "INDEMNIFYING PARTY" shall mean a party from the Indemnifying Party whom indemnification is sought under Section 11.10this Agreement.

Third Party Actions. A party entitled All claims for indemnification made under this Agreement resulting from, related to indemnification hereunder (or arising out of a Third-Party Action against an “Indemnified Party”) Party shall give prompt written be made in accordance with the following procedures. An Indemnified Party shall deliver a Third-Party Claim Notice within [****] after receipt by the Indemnified Party of notice to of any Third-Party Action or, if earlier, upon the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or such claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give provide such notice materially and adversely prejudices such Indemnifying in a timely manner shall not limit the rights of the Indemnified Party. The , except to the extent the Indemnifying Party has been prejudiced by such delay), and shall have describe in reasonable detail (to the right extent then known by the Indemnified Party) the facts constituting the basis for such Third-Party Action and the amount of the claimed Damages and shall be accompanied by copies of any relevant and material documentation submitted by the third party making such third-party claim. At any time after delivery of such Third-Party Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of, settle, or otherwise dispose of such third party action on Third-Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such terms as defense if it deems appropriate; providedacknowledges in writing to the Indemnified Party that any damages, howeverfines, that: 7.4.1 The costs or other liabilities that may be assessed against the Buyer in connection with such Third-Party Action constitute Damages for which the Indemnified Party shall be entitledindemnified pursuant to this Article VIII and (ii) the Company Equityholder Representative may not assume control of the defense of any Third-Party Action involving any Governmental Entity or criminal liability or in which equitable relief, other than incidental equitable relief that is not material to the Buyer or the Surviving Corporation, is sought against any Buyer Indemnified Party. If the Indemnifying Party does not or is not permitted to assume control of such defense, the Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense, to participate in ; provided that if the defense Indemnifying Party assumes control of such third party action (defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third-Party Action, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party foregoing shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) limit the Indemnified Party’s ability to recover its reasonable fees and expenses of counsel if such amounts otherwise are recoverable Damages under this Article VIII; provided, further, that in no event shall have the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for all Indemnified Parties (in addition to one (1) local counsel for each jurisdiction as necessary). The party controlling such defense shall keep the other party advised of the status of such Third-Party Action and the defense thereof and shall consider recommendations made by the other party with respect thereto. The Indemnified Party that there is a conflict shall not agree to any settlement of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying such Third-Party shall obtain Action without the prior written approval consent 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; 7.4.3 No Indemnifying Party shall (such consent not to the entry of any judgment be unreasonably withheld, conditioned or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 delayed). The Indemnifying Party shall not be entitled agree to control (but shall be entitled to participate at its own expense in the defense of), and any settlement of such Third-Party Action that does not include a complete release of the Indemnified Party shall be entitled to have sole control over, the defense from all liability with respect thereto or settlement, compromise, admission, that imposes any liability or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against obligation on the Indemnified Party which, if successful, would materially adversely affect without the business, operations, assets, or financial condition prior written consent of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.

Third Party Actions. A party entitled All claims for indemnification made under this Agreement resulting from, related to indemnification hereunder (or arising out of a Third-Party Action against an “Indemnified Party”) Party shall give prompt written be made in accordance with the following procedures. An Indemnified Party shall promptly deliver a Third-Party Claim Notice, and in any event within [***] after receipt by the Indemnified Party of notice to of any Third-Party Action or, if earlier, upon the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or such claim by a third party Third Party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give provide such notice materially and adversely prejudices such Indemnifying in a timely manner shall not limit the rights of the Indemnified Party. The , except to the extent the Indemnifying Party has been prejudiced by such delay), and shall have describe in reasonable detail (to the right extent then known by the Indemnified Party) the facts constituting the basis for such Third-Party Action and the amount of the claimed Damages and shall be accompanied by copies of any relevant and material documentation submitted by the Third Party making such third-party claim. At any time after delivery of such Third-Party Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Third-Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection Action with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party to have charge may only assume control of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available defense if it acknowledges in writing to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest any and all Damages that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of may be assessed against the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of in connection with such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Third-Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and Action constitute Damages for which the Indemnified Party shall be entitled to have sole indemnification pursuant to this Article VII and (ii) the Company Equityholder Representative may not assume control over, of the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as Third-Party Action involving any Governmental Entity or criminal liability or in which equitable relief, other than incidental equitable relief that is not material to which the Buyer or the Surviving Corporation, is sought against any Buyer Indemnified Party. If the Indemnifying Party fails does not or is not permitted to assume the defense within a reasonable length control of timesuch defense, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party whichshall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, if successfulbased on advice from counsel, would materially adversely affect that the businessIndemnifying Party and the Indemnified Party have conflicting interests with respect to such Third-Party Action, operationsthe reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement. If the Indemnifying Party assumes control of such defense, assets(i) the Indemnified Party shall make available to the Indemnifying Party all books, records and other documents and materials that are under the direct or financial condition indirect control of the Indemnified Party, Party or (c) if the third party action seeks damages in excess any of the amount recoverable from its Subsidiaries or other Affiliates and that the Indemnifying Party under Section 11.10.reasonably considers necessary or desirable for the defense of such Third-Party Action, and (ii) the Indemnified Party shall otherwise cooperate as reasonably requested by the Indemnifying Party in the defense of such Third-Party Action. The party controlling such defense shall actively and diligently defend such claim and keep

Third Party Actions. A party entitled In the event any Action is instituted against a Parent Indemnified Party which involves or appears reasonably likely to indemnification involve an Indemnification Claim hereunder (a “Third Party Claim”), Parent will, promptly after receipt of notice of any such Action, notify the Representative (and, in the event indemnification is being sought hereunder directly from an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”, such Indemnifying Party) of the commencement or assertion thereof. The failure to so notify the Representative (and, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) such Action will relieve the Indemnifying Parties from liability in respect of which connection therewith only if and to the extent that such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices affects the ability of the Indemnifying Parties to defend their interests in such Indemnifying PartyAction. The Indemnifying Party Parent shall have the right right, in its sole discretion, to assume control of the defense of, settle, or otherwise dispose settlement of such third party action on such terms as it deems appropriateAction; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by Party, such Indemnifying Party Party) and its counsel (at such party’s sole expense) may participate in connection with (but not control the conduct of) the defense of such third party actionAction; and provided further that, except with the consent of the Representative (b) or, in the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different event indemnification is being sought hereunder directly from or additional to those available to the an Indemnifying Party, or (d) the Indemnified such Indemnifying Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall which consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but unreasonably withheld, no settlement of any such Action with third party claimants shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess determinative of the amount recoverable from of Damages relating to such matter. In the event that the Representative has consented to any such settlement, the Indemnifying Party Parties shall have no power or authority to object under Section 11.10any provision of this ARTICLE 8 to the amount of any such Indemnification Claim against the Escrow Fund, or against the Indemnifying Parties directly, as the case may be, with respect to such settlement.

Third Party Actions. A party entitled to indemnification hereunder (an “Indemnified Party”) shall give prompt written Promptly after receipt by Sunair of notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim action by a third party (collectivelywhich could give rise to Indemnifiable Damages, Sunair will, if a “third party action”) in respect claim thereof is to be made against the Company or the Shareholder, notify the Company and the Shareholder of which such Indemnified Party shall seek indemnification hereunder. Any failure the commencement thereof; provided, however, that the omission to so to notify an Indemnifying Party shall the Company or the Shareholder will not relieve such Indemnifying Party them from any liability that it which they may have to such Indemnified Party under this ARTICLE 7 hereunder unless the failure to give such notice Company or the Shareholder have been materially and adversely prejudices such Indemnifying Partyprejudiced thereby. The Indemnifying Party parties agree that with respect to any such third party action Sunair shall: (i) assume the defense thereof with its own legal counsel, (ii) provide the Company and the Shareholder with all information that they reasonably request relating to the handling of such claim, (iii) confer with the Company and the Shareholder as to the most cost-effective manner in which to handle such claim, and (iv) use its reasonable efforts to minimize the cost of handling such claim. With respect to any action commenced by a third party which could give rise to Indemnifiable Damages and which seeks recovery solely of money damages, the Company and the Shareholder shall have the right to participate in, and, to the extent that they may wish, jointly or individually, to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriatethereof with counsel reasonably satisfactory to Sunair; provided, however, that: 7.4.1 The Indemnified Party that prior to the assumption of such defense the Company and/or the Shareholder who assume such defense must acknowledge in writing to Sunair that they shall be entitledfully responsible (with no reservation of rights) for all Indemnifiable Damages relating to such claim; provided, at its own expensefurther, if the defendants in any action include both Sunair and any of the Company or the Shareholder and there is a conflict of interest which would prevent such counsel from also representing Sunair, then Sunair shall have the right to select separate counsel to participate in the defense of such third party action on behalf of Sunair. After notice from the Company or the Shareholder to Sunair of their election to so assume the defense thereof, the Company or the Shareholder, as applicable, will not be liable to Sunair pursuant to the provisions of Section 10.1 for the related counsel and paralegal fees and expenses subsequently incurred by Sunair (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (aor its subsidiaries) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense thereof other than reasonable costs of such third party actioninvestigation, unless (bi) Sunair shall have employed counsel in accordance with the provisions of the preceding sentence; (ii) the Indemnifying Party Company or the Shareholder shall not have employed counsel reasonably satisfactory to Sunair to represent them within a reasonable time after notice of the Indemnified Party to have charge commencement of such third party the action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (diii) the Indemnified Party’s Company or the Shareholder shall not have authorized the employment of counsel for Sunair at the expense of the Company or the Shareholder, as applicable. Notwithstanding anything to the contrary in this Section 10.3, neither the Company nor the Shareholder shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct right to settle or compromise any action for which they have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in assumed the defense of), and if the Indemnified Party shall be entitled to have sole control over, the defense settlement or settlement, compromise, admission, or acknowledgment of compromise provides for any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, injunctive or other equitable relief against the Indemnified Party whichSunair or otherwise provides for any continuing obligations of any nature against Sunair or loss of rights of Sunair, if successful, would materially adversely and nothing stated in this Section 10.3 shall otherwise affect the business, operations, assets, Company’s or financial condition of the Indemnified Party, or (c) if the Shareholder’s obligation to pay Sunair all Indemnifiable Damages pursuant to Section 10.1. With respect to any such third party action seeks damages in excess assumed by the Company or the Shareholder, as applicable, the parties agree to provide each other with all information that they reasonably request relating to the handling of the amount recoverable from the Indemnifying Party under Section 11.10such matter.

Third Party Actions. A party entitled to indemnification hereunder (an For purposes of this Agreement, the “Indemnified Party”) shall give prompt written notice applicable indemnifying Persons” shall, as appropriate, refer to the Escrow Account, acting by and through the Representative, the Subject Parties of Interest, acting by and through the Representatives, or the applicable Company Shareholder, acting individually and on such Person’s own behalf. In the event any Action (other than a Tax Proceeding) is instituted against a Parent Indemnified Party that is obligated which involves or appears reasonably likely to provide involve a Parent Claim for which indemnification hereunder may be sought (an a “Indemnifying PartyThird Party Claim”) ), Parent will, promptly after receipt of notice of any such Action, notify the Representative or the applicable Company Shareholder, as the case may be, of the commencement thereof. The failure to so notify the Representative or assertion applicable Company Shareholder, as the case may be, of the commencement of any action, proceeding, demand, such Action or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give so notify in a timely manner will not relieve the applicable indemnifying Persons from liability in connection therewith, except to the extent such notice materially and adversely prejudices applicable indemnifying Persons shall have been prejudiced by such Indemnifying Partyfailure. The Indemnifying In the event of any Third Party Claim, the applicable indemnifying Persons (at their expense) shall have the right and shall be given the opportunity to assume and control of the defense of, settle, or otherwise dispose of such third party action on Action with counsel of their choice reasonably satisfactory to the applicable Parent Indemnified Party; provided that such terms as it deems appropriateParent Indemnified Party and its counsel (at such Parent Indemnified Party’s expense) may participate in (but not control the conduct of) all matters pertaining to the defense or settlement of such Action; provided, however, that: 7.4.1 The further that the applicable indemnifying Persons shall pay the reasonable fees and expenses of such separate counsel retained by the Parent Indemnified Party shall be entitled, at its own expense, to participate if such Parent Indemnified Party has been advised by counsel that representation of both the Parent Indemnified Party and such indemnifying Persons by the same counsel would create a conflict of interest in the defense of such third party action (claim; and provided, however, further that the Indemnifying Party applicable indemnifying Persons shall not have such right or opportunity to assume and control the defense of any such Action and shall pay the attorneys’ reasonable fees and expenses of counsel retained by the Parent Indemnified Party in the event and to the extent that (w) such Action relates to, or arises in connection with, any criminal proceeding, action, indictment, allegation or investigation or any regulatory enforcement action, (x) such Action, in the reasonable good faith judgment of Parent, alleges Damages in excess of the applicable aggregate amounts, if any, payable pursuant to Section 12.1(b), Section 12.2(b) or Section 12.3(c), in each case, after deducting the full amount of all pending claims for Damages, and counsel retained by the Parent Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with Parties is conducting the defense of such third party actionAction actively and diligently, (by) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include Action seeks as its primary relief an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, injunction or other equitable relief against the Parent Indemnified Party whichor (z) the applicable indemnifying Persons fail to conduct the defense of such Action actively and diligently. The applicable indemnifying Persons’ right to assume and control such defense shall be exercisable by written notice from the Representative or the applicable Company Shareholder, if successfulas the case may be, would materially adversely affect to Parent within 10 calendar days following such Person’s receipt of notice of such Action from such Parent Indemnified Party. In the businessevent that an applicable indemnifying Person shall elect to assume control of such defense, operationsthe Parent Indemnified Parties shall, assetswithout forfeiting any rights pursuant to this Agreement, cooperate with such applicable indemnifying Person in resolving such Third Party Claim. Whether or financial condition not the applicable indemnifying Persons so elect to assume such defense, Parent shall not, except at its own cost, make any settlement with respect to any such Action without the prior written consent of the Representative or the applicable Company Shareholder, as the case may be, which such consent, in each case, shall not be unreasonably withheld or delayed. The Parent Indemnified Party’s consent to the settlement of any Third Party Claim shall be required and shall not be unreasonably withheld or delayed, but such consent shall not be required if (or (cto the extent that) if such settlement only requires the third party action seeks damages payment by the applicable indemnifying Persons of a monetary amount not in excess of the amount recoverable from the Indemnifying applicable aggregate amounts, if any, payable pursuant to Section 12.1(b), Section 12.2(b) or Section 12.3(b) and includes a full and unconditional release of any and all claims against such Parent Indemnified Party under Section 11.10and does not include a statement as to or admission of fault, culpability or failure to act by or on behalf of such Parent Indemnified Party.

Third Party Actions. A party entitled to indemnification hereunder (a) If any third Person shall commence an Action against any Indemnified Party (a “Indemnified PartyThird Party Action”) with respect to any matter which may give rise to a claim for indemnification under this Article VIII, then the Indemnified Party shall give prompt written notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include a reference to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) specific provisions of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) this Agreement in respect of which such it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party shall seek indemnification hereunder. Any failure so to notify an in notifying the Indemnifying Party shall not relieve such the Indemnifying Party from any liability that it may have its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Partynotice. The Indemnifying Party will have thirty (30) days from the receipt of such Third Party Action Notice (the “Response Period”) to determine whether or not (i) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder. (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m. Eastern time on the last day of the Response Period, (ii) responds to the Third Party Action Notice but disputes the claim for indemnity hereunder and elects not to assume the defense, or (iii) responds to the Third Party Action Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, the Indemnified Party shall have the right to assume control of defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall in good xxxxx xxxx reasonably appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 10.6. (c) If the Indemnifying Party affirmatively disputes its obligation to indemnify the Indemnified Party, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 10.6. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) such defense or settlement shall be entitledat the sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to Section 8.4(d)(vi); (ii) the Indemnifying Party and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party shall provide written notice to the Indemnified Party stating that the Indemnifying Party would be liable under the provisions of this Article VIII in the amount of the Damages in any Third Party Action if such Third Party Action were valid and the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party, provide periodic updates to the Indemnified Party in order to keep the Indemnified Party reasonably informed as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary Liability, and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may employ its own counsel and participate in such defense or settlement at the Indemnified Party’s sole cost and expense, to participate in but the defense control of such third party action defense and the settlement shall rest with the Indemnifying Party; (providedvi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, howeverthe Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party shall not be obligated to pay the attorneys’ fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party if (a) the employment of separate counsel shall have has been authorized advised in writing by such counsel that (x) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection with the defense of respect to such third party action, Third Party Action; or (bB) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to have charge for the defense or settlement of such third party actionThird Party Action; provided, (c) however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this Section 8.4(d)(vi) shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to not relieve the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised Party of its obligation to indemnify and hold the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);harmless; and 7.4.2 The Indemnifying Party (vii) in no event 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to such Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party prior written consent of a release from all liability in respect of such third party action; and 7.4.4 The the Indemnifying Party (which consent shall not be entitled to control unreasonably withheld or delayed). (but shall be entitled to participate at its own expense in e) The Damages resulting from the defense of), and settlement or the Indemnified adjudication of such Third Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionAction, or acknowledgment of any third party action (a) that portion thereof as to which the defense is unsuccessful (each, a “Final Loss”), shall be conclusively deemed a Liability of the Indemnifying Party fails to assume the defense within Indemnified Party if the Indemnifying Party (i) does not respond to a reasonable length Third Party Action Notice by 5:00 p.m. Eastern time on the last day of timethe Response Period; (ii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity; (iii) does not elect to defend against any Third Party Action for which it disputes the Indemnified Party’s right to indemnity, and such dispute is resolved, in accordance with Section 10.6, in a manner affirming the Indemnified Party’s right to indemnity; (biv) elects to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity hereunder; or (v) elects to defend against any Third Party Action for which it does dispute the right to indemnity, to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of dispute is resolved in a manner affirming the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10’s right to indemnity.

Third Party Actions. A (a) If an Indemnitee believes it has a right to indemnification pursuant to this ARTICLE VIII (an “Indemnification Claim”), the party seeking indemnification (for itself and/or any Indemnitees) shall promptly give written notice of such Action or other matter which may give rise to indemnification (a “Claim Notice”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). If such event involves any claim or the commencement of any Action by a third person (a “Third Party Claim”), the party seeking indemnification (for itself and/or any Indemnitees) will give a Claim Notice to the Indemnifying Party within ten (10) Business Days after the Indemnitee has received notice or otherwise learns of the assertion of such Third Party Claim. However, failure to give any such Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Each Claim Notice shall, with respect to each Indemnification Claim set forth therein, (i) specify in reasonable detail and in good faith the nature of the Indemnification Claim being made, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnitee, (iii) if reasonably practicable, state the aggregate Dollar amount of Losses to which such Indemnitee is entitled to indemnification hereunder pursuant to this ARTICLE VIII that have been incurred, or a good faith estimate of the aggregate Dollar amount of such Losses reasonably expected to be incurred, by such Indemnitee pursuant to such Indemnification Claim and (an “Indemnified Party”iv) shall give prompt reasonable supporting documentation. (b) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the settlement or defense thereof and, if it so chooses, assume at any time control of the settlement or defense thereof with counsel reasonably satisfactory to the Indemnitee so long as (i) the Indemnifying Party gives written notice to the Party that is obligated to provide indemnification hereunder Indemnitee within thirty (an “Indemnifying Party”30) days after the Indemnitee has given notice of the commencement or assertion of any actionThird Party Claim, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, stating that the Indemnifying Party shall pay will assume the attorneys’ fees control and defense of the Indemnified such Third Party if Claim, (aii) the employment of separate Indemnifying Party provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnifying Party will have adequate financial resources to defend against the Third Party Claim, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnitee, (iv) the Indemnitee has not been advised by counsel shall have been authorized in writing by such that a material actual or potential conflict exists between the Indemnitee and the Indemnifying Party in connection with the defense of such third party actionthe Third Party Claim, (bv) the Third Party Claim is not a criminal or regulatory enforcement Action, or a claim seeking to impose liability on the Indemnitee on the basis of successor liability, and does not relate to or arise in connection with Taxes, (vi) settlement of, an adverse judgment with respect to, or conduct of the defense of the Third Party Claim by the Indemnifying Party is not, in the reasonable, good faith judgment of the Indemnitee, likely to be adverse to the Indemnitee’s reputation or continuing business interests, including its relationships with current or potential students, Governmental Entities, Educational Agencies, or other parties material to the conduct of the Everest Plus Business, and (vii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to conducts the Indemnified defense of the Third Party to have charge of such third party action, Claim diligently. (c) The Indemnitee subject to any Third Party Claim the Indemnified settlement or defense of which has been assumed by the Indemnifying Party shall have reasonably concluded may participate in the settlement or defense of such Third Party Claim with its own counsel at its own expense, provided, however, that (i) the Indemnifying Party will pay the reasonable fees and expenses of one firm of separate counsel retained by the Indemnitee that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim, and (ii) if in the reasonable opinion of counsel to the Indemnitee, there may be are legal defenses available to such Indemnified Party an Indemnitee that are different from or additional to those available to the Indemnifying Party, or the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnitee solely as relates to such incremental legal defenses, in each jurisdiction for which the Indemnitee reasonably determines counsel is required. (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making will not agree to any settlement, compromise, admissionsettlement of, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into (other than a judgment of dismissal on the merits without costs) arising from, any settlement such Third Party Claim without the prior written consent of the Indemnitee; provided, however, that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party consent of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall the Indemnitee will not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which required if the Indemnifying Party fails agrees in writing to assume pay any amounts payable pursuant to such settlement or any judgment (and provides the defense within a reasonable length of timeIndemnitee with evidence that it has adequate financial resources to pay such amounts), (b) to the extent the third party action seeks an orderonly award or relief is monetary; such settlement or judgment includes a full, injunctioncomplete and unconditional release of the Indemnitee and will not lead to liability or the creation of other obligations on the part of the Indemnitee; and such settlement or judgment involves no finding or admission of any violation of law or the rights of any Person and no effect on any other claims that may be made against the Indemnitee. The Indemnitee will not agree to any settlement of, or the entry of any judgment (other equitable relief against than a judgment of dismissal on the Indemnified merits without costs) arising from, any such Third Party which, if successful, would materially adversely affect Claim without the business, operations, assets, or financial condition prior written consent of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). (e) Each of the parties hereto shall (i) cooperate in good faith in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder, (ii) shall keep the other party and its counsel fully informed in all material respects of the status of such Third Party Claims and any related proceedings at all stages thereof, and (iii) agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other. Each of the Sellers and Purchaser (or a duly authorized representative of such party) shall (and shall cause their respective Subsidiaries to) furnish such Books and Records, information and testimony, provide access to its premises and personnel, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection with any Third Party Claim. (f) With respect to any Third Party Claim subject to indemnification under Section 11.10this ARTICLE VIII, the parties shall cooperate in such a manner as to preserve in full (to the extent practicable) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure) and (ii) all communications between any parties hereto and counsel responsible for or participating in the defense of any Third Party Claim will, to the extent practicable, be made so as to preserve any applicable attorney-client or work-product privilege. (g) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying Party shall promptly (but in any event within five (5) Business Days of such final, non-appealable adjudication) satisfy its obligations by wire transfer of immediately available funds.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this Article (a "Third Party Claim"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party unless the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve it or him from any other liability he or it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of their choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (i) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify the Indemnified Party, to the extent provided in this Agreement, from and against any Indemnifiable Damage the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (ii) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; and (iii) the Indemnifying Party conducts the defense of the claim actively and diligently. Subject to the foregoing limitations, with respect to any such action commenced by a third party, the Indemnifying Party shall have the right, to the extent that they may wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, select separate counsel to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of their election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate this Article X for the related counsel shall have been authorized in writing and paralegal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthe preceding sentence, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such within a reasonable time after notice of the commencement of the action, or (iii) the Indemnifying Party has not authorized the employment of counsel for the Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Section, the Indemnifying Party shall have no right to settle or (d) compromise, without the prior written consent of the Indemnified Party’s counsel shall , any action for which they have advised assumed the defense to the extent the settlement or compromise provides for any injunctive or other equitable relief against the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionother than monetary damages, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff providing to each the Indemnified Party by the third party of a release from of all liability in respect of such third party action; and 7.4.4 claim, and nothing stated in this Section shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party all Indemnifiable Damages pursuant to the provisions of this Article X. The Indemnified Party shall reasonably cooperate with the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which assumed by the Indemnifying Party fails in accordance with the terms of this Section and shall make available to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party such information as the Indemnifying Party reasonably requests in connection with any such defense. For purposes of this Section, an "Indemnified Party" shall mean a party claiming indemnification under Section 11.10this Agreement, and an "Indemnifying Party" shall mean a party from whom indemnification is sought under this Agreement.

Third Party Actions. A If a third party commences any action or makes any demand against either Party for which such Party (“lndemnified Party”) is entitled to indemnification hereunder under this Agreement, such Indemnified Party will promptly notify the other Party (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose writing of such third party action on such terms as it deems appropriateor demand; provided, however, that: 7.4.1 The that if the Indemnified Party assumes the defense of the action and fails to provide prompt notice to the Indemnifying Party, such failure shall be entitlednot limit in any way the Indemnifying Party’s obligation to indemnify the Indemnified Party except to the extent that such failure materially prejudices the Indemnifying Party’s ability to defend the action. The Indemnifying Party may, at its own expenseexpense and without limiting its obligation to indemnify the Indemnified Party, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, or the Indemnifying Party may, at its own expense and without limiting its obligation to have charge indemnify the Indemnified Party, assume the defense of such third party action, (c) action with counsel reasonably acceptable to the Indemnified Party. In any event, the Party that has assumed the defense of such action shall provide the other Party with copies of all notices, pleadings, and other papers filed or served in such action. Neither Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from make any settlement or additional to those available to adjustment without the other Party’s prior written consent, which consent (a) in the case of the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall will not be entitled to control (but shall be entitled to participate at its own expense in unreasonably withheld if the defense of), and settlement or adjustment involves only the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment payment of any third party action (a) as to which money damages by the Indemnifying Party fails to assume the defense within a reasonable length of time, and (b) to in the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition case of the Indemnified Party, or (c) may be withheld for any reason if the third party action seeks damages in excess of settlement or adjustment involves performance or admission by the amount recoverable from the Indemnifying Party under Section 11.10Indemnified Party.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this ARTICLE IX (a "THIRD PARTY CLAIM"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party unless the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve it or him from any other liability he or it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of their choice reasonably satisfactory to the 36 42 Indemnified Party so long as and to the extent that (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify the Indemnified Party, to the extent provided in this Agreement, from and against any damages with respect to which such Indemnified Party is entitled to indemnification under SECTION 9.2 or SECTION 9.3 hereof (collectively, "INDEMNIFIABLE DAMAGES") that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (b) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; and (c) the Indemnifying Party conducts the defense of the claim actively and diligently. If there is a conflict of interest, however, that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, select separate counsel to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of their election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate this ARTICLE IX for the related counsel shall have been authorized in writing and paralegal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthe preceding sentence, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such within a reasonable time after notice of the commencement of the action, or (iii) the Indemnifying Party has not authorized the employment of counsel for the Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Section, the Indemnifying Party shall have no right to settle or (d) compromise, without the prior written consent of the Indemnified Party’s counsel shall , any action for which they have advised assumed the defense to the extent the settlement or compromise provides for any injunctive or other equitable relief against the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionother than monetary damages, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff providing to each the Indemnified Party by the third party of a release from of all liability in respect of such third party action; and 7.4.4 claim, and nothing stated in this Section shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party all Indemnifiable Damages pursuant to the provisions of this ARTICLE IX. The Indemnified Party shall reasonably cooperate with the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which assumed by the Indemnifying Party fails in accordance with the terms of this Section and shall make available to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party such information as the Indemnifying Party reasonably requests in connection with any such defense. For purposes of this Section 9.4, an "INDEMNIFIED PARTY" shall mean a party claiming indemnification under Section 11.10this Agreement, and an "INDEMNIFYING PARTY" shall mean a party from whom indemnification is sought under this Agreement. The payments required by this SECTION 9.4 will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred.

Third Party Actions. A party entitled In the event any Action is instituted against a Parent Indemnified Party which involves or appears reasonably likely to involve a Parent Claim for which indemnification hereunder may be sought (an a “Indemnified PartyThird Party Claim”) shall give prompt written ), Parent will, promptly after receipt of notice to of any such Action, notify the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) Representative of the commencement or assertion thereof. The failure to so notify the Representative of the commencement of any action, proceeding, demand, such Action or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give so notify in a timely manner will relieve the Company Securityholders from liability in connection therewith only to the extent that such notice failure materially and adversely prejudices affects the ability of the Company Securityholders to defend their interests in such Indemnifying PartyAction. The Indemnifying Party Company Securityholders (at their expense), acting by and through the Representative, shall have the right and shall be given the opportunity to assume and control the defense of such Action with counsel of their choice reasonably satisfactory to such Parent Indemnified Party; provided that such Parent Indemnified Party and its counsel (at such Parent Indemnified Party’s expense) may participate in (but not control the conduct of) all matters pertaining to the defense or settlement of such Action; provided further that the Company Securityholders shall pay the fees and expenses of such separate counsel retained by the Parent Indemnified Party (a) incurred by the Parent Indemnified Party prior to the date that the Company Securityholders assume control of the defense of, settleof such Action or (b) if representation of both the Parent Indemnified Party and the Company Securityholders by the same counsel would create a conflict of interest; and provided further that the Company Securityholders shall not have such right or opportunity to assume and control the defense of any such Action and shall pay the fees and expenses of counsel retained by the Parent Indemnified Party in the event and to the extent that (v) such Action relates to, or otherwise dispose arises in connection with, any criminal proceeding, action, indictment, allegation or investigation or any regulatory enforcement action, (w) such Action alleges Damages in excess of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The the then available Escrow Funds (after deducting the full amount of all pending claims for Damages) and counsel retained by the Parent Indemnified Party shall be entitled, at its own expense, to participate in Parties is conducting the defense of such third party action Action actively and diligently, (provided, however, that x) the Indemnifying Party shall pay the attorneys’ fees of the Parent Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by reasonably believes that an adverse determination with respect to such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory Action would be detrimental to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Parent Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into reputation or making any settlement, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of timecontinuing business interests, (by) to the extent the third party action such Action seeks an order, injunction, injunction or other equitable relief against the Parent Indemnified Party whichor (z) the Company Securityholders fail to conduct the defense of such Action actively and diligently. The Company Securityholders’ right to assume and control such defense shall be exercisable by written notice from the Representative to Parent within 10 calendar days following the Representative’s receipt of notice of such Action from such Parent Indemnified Party. Whether or not the Company Securityholders so elect to assume such defense, if successfulParent shall not, would materially adversely affect except at its own cost, make any settlement with respect to any such Action without the business, operations, assets, or financial condition prior written consent of the Representative (which such consent shall not be unreasonably withheld or delayed). The Parent Indemnified Party’s consent to the settlement of any such Action shall be required and shall not be unreasonably withheld or delayed, but such consent shall not be required if (or (cto the extent that) if such settlement only requires the third party action seeks damages in excess payment by the Representative or the Company Securityholders of the a monetary amount recoverable from the Indemnifying and includes a full and unconditional release of any and all claims against such Parent Indemnified Party under Section 11.10and does not include a statement as to or admission of fault, culpability or failure to act by or on behalf of such Parent Indemnified Party.

Third Party Actions. A party entitled to indemnification hereunder (a) If any third Person shall commence an Action against any Indemnified Party (a “Indemnified PartyThird Party Action”) with respect to any matter that may give rise to a claim for indemnification under this Article 10, then the Indemnified Party shall give prompt written notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include a reference to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) specific provisions of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) this Agreement in respect of which such it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party shall seek indemnification hereunder. Any failure so to notify an in notifying the Indemnifying Party shall not relieve such the Indemnifying Party from any liability that it may have its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Partynotice. The Indemnifying Party will have thirty (30) days from the receipt of such Third Party Action Notice (the “Response Period”) to determine whether or not (i) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder. (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., Hartford, Connecticut time on the last day of the Response Period, (ii) responds to the Third Party Action Notice, but disputes the claim for indemnity hereunder and elects not to assume the defense, or (iii) responds to the Third Party Action Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, the Indemnified Party shall have the right to assume control of defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall in good xxxxx xxxx reasonably appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 12.6. (c) If the Indemnifying Party affirmatively disputes the right to indemnity, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 12.6. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) such defense or settlement shall be entitledat the sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to clause (vi) below; (ii) the Indemnifying Party and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party, provide periodic updates to the Indemnified Party in order to keep the Indemnified Party reasonably informed as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may employ its own counsel and participate in such defense or settlement at the Indemnified Party’s sole cost and expense, to participate in but the defense control of such third party action defense and the settlement shall rest with the Indemnifying Party; and (providedvi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, howeverthe Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party shall not be obligated to pay the attorneys’ fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party if (a) the employment of separate counsel shall have has been authorized advised in writing by such counsel that (1) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (2) the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection with the defense of respect to such third party action, Third Party Action; or (bB) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to have charge for the defense or settlement of such third party actionThird Party Action; provided, however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this clause (cvi) shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless, and, provided further, if the Indemnified Party has assumed control of the defense or settlement of a Third Party Action pursuant to this clause (vi), the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to such Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party prior written consent of a release from all liability in respect of such third party action; and 7.4.4 The the Indemnifying Party (which consent shall not be entitled to control unreasonably withheld or delayed). (but shall be entitled to participate at its own expense in e) The Damages resulting from the defense of)settlement or the final, and the Indemnified non-appealable adjudication of such Third Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionAction, or acknowledgment of any third party action (a) that portion thereof as to which the defense is unsuccessful (each, a “Final Loss”), shall be conclusively deemed a Liability of the Indemnifying Party fails to assume the defense within Indemnified Party if the Indemnifying Party: (i) does not respond to a reasonable length Third Party Action Notice by 5:00 p.m., Hartford, Connecticut time on the last day of timethe Response Period; (ii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity; (iii) does not elect to defend against any Third Party Action for which it disputes the Indemnified Party’s right to indemnity, and such dispute is resolved, in accordance with Section 12.6, in a manner affirming the Indemnified Party’s right to indemnity; (biv) elects to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity hereunder; or (v) elects to defend against any Third Party Action for which it does dispute the right to indemnity, to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of dispute is resolved in a manner affirming the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10’s right to indemnity.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this Article V (a "Third Party Claim"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party except to the extent the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any other liability it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify and defend the Indemnified Party and agrees in writing to provide such defense and indemnification, from and against any Indemnifiable Damages with respect to which such Indemnified Party is entitled to indemnification and defense under Section 5.1 hereof that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (b) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; (c) the Indemnifying Party conducts the defense of the claim actively and diligently; and (d) representation of both the Indemnified Party and the Indemnifying Party by the counsel selected by the Indemnifying Party would not create an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party. The In all other cases, the Indemnified Party shall be entitled to retain its own separate counsel and control the defense of the Third Party Claim, all at the sole cost and expense of the Indemnifying Party. If there is a conflict of interest, however, that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledselect separate counsel, at its own the Indemnifying Party's sole cost and expense, to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of its election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate this Article V for the related counsel shall have been authorized in writing and paralegal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthis paragraph, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such within a reasonable time after notice of the commencement of the action, or (iii) the Indemnifying Party has not authorized the employment of counsel for the Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall have no right to settle or (d) compromise, without the prior written consent of the Indemnified Party’s counsel shall have advised , any action or claim to the extent the settlement or compromise provides for any injunctive or other equitable relief against the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionother than monetary damages, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff providing to each the Indemnified Party by the third party of a release from release, in form and substance acceptable to the Indemnified Party, of all liability in respect of such third party action; and 7.4.4 claim. Nothing stated herein shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party any Indemnifiable Damages pursuant to the provisions of this Article V. The Indemnified Party shall reasonably cooperate with the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of any action or claim assumed by the Indemnifying Party in accordance with the terms hereof and shall make available to the Indemnifying Party such information as the Indemnifying Party reasonably requests in connection with any such defense. For purposes of this Article V, an "Indemnified Party" shall mean a party claiming defense or indemnification under this Article V and an "Indemnifying Party" shall mean a party from whom defense or indemnification is sought under this Article V. With regard to any Third Party Claims for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earliest to occur of): (a) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, and or if earlier, ten (10) days prior to the date that the judgment creditor has the right to execute the judgment; (b) the entry of a nonappealable judgment or final appellate decision against the Indemnified Party; (c) a settlement of the claim; or (d) with respect to indemnities for tax liabilities, upon the issuance of any binding resolution by a taxation authority. Notwithstanding the foregoing, expenses of counsel to the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which reimbursed on a current basis by the Indemnifying Party fails to assume the defense within Party. All indemnification claims not paid when due shall bear interest at a reasonable length of time, (b) rate equal to the extent lesser of 10% per annum or the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10highest rate permitted by law.

Third Party Actions. A (a) In the event that any claim is made, suit is brought or tax audit or other proceeding is instituted by a third party against any party entitled to indemnification hereunder under this Article VIII (an the “Indemnified Party”) shall give prompt written notice which involves or appears reasonably likely to involve a Loss (separately and collectively, a “Claim”), the Indemnified Party that is obligated will, promptly (but in any event within such timeframe as to permit the party required to provide indemnification hereunder (an the “Indemnifying Party”) to fulfill its obligations under Section 8.6(b) below) after receipt of notice of any such Claim for which indemnification may be sought, notify (which notice shall describe such Claim in reasonable detail) the Indemnifying Party of the commencement or assertion thereof. The failure to so notify the Indemnifying Party of the commencement of any action, proceeding, demand, or claim such Claim will relieve the Indemnifying Party from liability under this Article VIII only to the extent that such failure materially adversely affects the ability of the Indemnifying Party to defend its interests in connection with the Claim. (b) The Indemnifying Party (at its expense) shall have the right and be given the opportunity to defend against each Claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunderparty. Any failure so to notify an If the Indemnifying Party shall does not relieve undertake the defense of any such Indemnifying Party from any liability that it may have to such Claim within a reasonable period after receipt of notice of the same, the Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control elect to undertake the defense of such Claim, subject to the right of the Indemnifying Party to assume the defense of, settle, at any time prior to its final determination or otherwise dispose settlement of such third party action on such terms as it deems appropriate; providedthe Claim. The Indemnified Party, however, that: 7.4.1 The Indemnified Party shall be entitledcontinue to have the right, at its own expense, to participate in monitor the defense of such Claim. The Indemnified Party shall not make any settlement with respect to any Claim by a third party action without prior written consent of the Indemnifying Party. (providedc) The Indemnifying Party shall promptly reimburse the Indemnified Party for any costs, howeverfees or other expenses incurred by the Indemnified Party in defending against any Claim by a third party pursuant to paragraph (b) above, provided that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party actionbe ultimately liable only for those costs, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of)fees, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages expenses reasonably incurred in excess of the amount recoverable from the Indemnifying Party under Section 11.10defending such Claim.

Third Party Actions. A Promptly after receipt by a party entitled to indemnification hereunder (an “Indemnified Party”) shall give prompt written of notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim action by a third party which could give rise to Indemnifiable Damages (collectivelyan "Indemnified Party") the Indemnified Party will, if a “claim thereof is to be made against the other parties hereto (an "Indemnifying Party"), notify the Indemnifying Party of the commencement thereof; provided, however, that the omission to so notify the Indemnifying Party will not relieve them from any liability which they may have hereunder unless the Indemnifying Party have been materially prejudiced thereby. The parties agree that with respect to any such third party action”) in respect of which such action the Indemnified Party shall seek indemnification hereunder. Any failure so to notify an (i) assume the defense thereof with its own legal counsel, (ii) provide the Indemnifying Party shall not relieve with all information that they reasonably request relating to the handling of such claim, (iii) confer with the Indemnifying Party from as to the most cost-effective manner in which to handle such claim, and (iv) use its reasonable efforts to minimize the cost of handling such claim. With respect to any liability that it may have action commenced by a third party which could give rise to such Indemnified Party under this ARTICLE 7 unless Indemnifiable Damages and which seeks recovery solely of money damages, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to participate in, and, to the extent that they may wish, jointly or individually, to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriatethereof with counsel reasonably satisfactory to the Indemnified Party; provided, howeverthat prior to the assumption of such defense the Indemnifying Party assuming such defense must acknowledge in writing to the Indemnified Party that they shall be fully responsible (with no reservation of rights) for all Indemnifiable Damages relating to such claim; provided, that: 7.4.1 The further, if the defendants in any action include both the Indemnified Party and any of the Indemnifying Parties and there is a conflict of interest which would prevent such counsel from also representing the Indemnified Party, then the Indemnified Party shall be entitled, at its own expense, have the right to select separate counsel to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if of their election to so assume the defense thereof, the Indemnifying Party, as applicable, will not be liable to the Indemnified Party pursuant to the provisions of Section 10.1 for the related counsel and paralegal fees and expenses subsequently incurred by the Indemnified Party (aor its subsidiaries) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense thereof other than reasonable costs of such third party actioninvestigation, unless (bi) the Indemnified Party shall have employed counsel in accordance with the provisions of the preceding sentence; (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge represent them within a reasonable time after notice of such third party the commencement of the action, or (ciii) the Indemnifying Party shall not have authorized the employment of counsel for the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party, or (d) as applicable. Notwithstanding anything to the Indemnified Party’s counsel shall have advised contrary in this Section 10.3, the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain have the prior written approval of the Indemnified Party before entering into right to settle or making compromise any settlement, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in for which they have assumed the defense of), and if the Indemnified Party shall be entitled to have sole control over, the defense settlement or settlement, compromise, admission, or acknowledgment of compromise provides for any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, injunctive or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect or otherwise provides for any continuing obligations of any nature against the business, operations, assets, Indemnified Party or financial condition loss of rights of the Indemnified Party, or (c) if and nothing stated in this Section 10.3 shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party all Indemnifiable Damages pursuant to Section 10.1. With respect to any such third party action seeks damages in excess of the amount recoverable from assumed by the Indemnifying Party under Section 11.10Party, as applicable, the parties agree to provide each other with all information that they reasonably request relating to the handling of such matter.

Third Party Actions. A party entitled (a) Subject to Section 7.4(b), the Indemnified Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any Third Party Action against such Indemnified Party as to which indemnification hereunder will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the Indemnifying Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that: (an “i) the Indemnifying Party may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Party Action as to which the Indemnified Party has so elected to conduct and control the defense thereof; (ii) the Indemnified Party shall not, without the written consent of the Indemnifying Party (which written consent shall not be unreasonably withheld, conditioned or delayed), pay, compromise or settle any such Third Party Action, except that no such consent shall be required if, following a written request from the Indemnified Party”, the Indemnifying Party shall fail, within fourteen (14) days to provide notice of objection to such payment, settlement or compromise of such Third Party Action. If the Indemnifying Party timely provides notice of objection to such payment, settlement, or compromise of such Third Party Action, it shall give prompt written notice have an additional thirty (30) days to either withdraw its objections to all or a portion of such payment, settlement or compromise or acknowledge and agree in writing that, if such Third Party Action shall be adversely determined with respect to the disputed portion of such Third Party that is obligated Claim, such Indemnifying Party has an obligation to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 with respect to the disputed portion of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such Third Party Action without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. consent is unreasonably withheld, conditioned or delayed. (b) The Indemnifying Party shall have the right to assume control conduct and control, through counsel of its choosing, the defense, compromise or settlement of any Third Party Action for which indemnification is sought if: (i) the Third Party Action is solely for money damages or will have no continuing effect in any material respect on the Business or the Acquired Assets; and (ii) the Indemnifying Party has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party has an obligation to provide indemnification to the Indemnified Party in respect of the defense of, settle, or otherwise dispose of Third Party Claim. In any such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be entitledreasonably requested by the Indemnifying Party in connection therewith. In any such case, the Indemnified Party may participate, through counsel chosen by it and at its own expense, to participate in the defense of such third party action (provided, however, any Third Party Action that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory has elected to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to and control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.

Third Party Actions. A party entitled to indemnification hereunder (an “An Indemnified Party”) Party shall give prompt written notice notification (and, if applicable, a copy of the related summons and complaint) to the Indemnifying Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any actionThird Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, proceedinghowever, demandthat no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, 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 that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages, fines, costs or claim by a third party (collectively, a “third party action”) other liabilities that may be assessed against the Indemnified Party in respect of connection with such Third Party Action constitute Damages for which such the Indemnified Party shall seek indemnification hereunder. Any failure so be indemnified pursuant to notify an this ARTICLE VII and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party is liable under this ARTICLE 7 unless VII and (ii) the failure to give such notice materially and adversely prejudices such Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. The If the Indemnifying Party shall have does not, or is not permitted under the right terms hereof to, to assume control of the defense ofof a Third Party Action, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The the Indemnified Party shall be entitled, control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, to participate complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such third party action Third Party Action. The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (provided, however, i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party shall pay the attorneys’ fees of and the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by conflicting interests or different defenses available with respect to such Indemnifying Third Party in connection with the defense of such third party action, (b) the Action. The Indemnifying Party shall not have employed counsel reasonably satisfactory agree to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partyany settlement of, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into arising from, any settlement that does not include as an unconditional term thereof Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or (c) if delayed. The Indemnified Party shall not agree to any settlement of, or the third party action seeks damages in excess entry of any judgment arising from, any such Third Party Action without the prior written consent of the amount recoverable from the Indemnifying Party under Section 11.10Party, which shall not be unreasonably withheld, conditioned or delayed.

Third Party Actions. A party entitled to indemnification hereunder (a) If any third Person shall commence an Action (a “Indemnified PartyThird Party Action”) with respect to any matter which may give rise to a claim under this Article X, then the Indemnified Party shall give prompt written notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include (i) a reference to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) specific provisions of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) this Agreement in respect of which it seeks indemnification, defense or protection, (ii) describe the facts associated with such claim and (iii) supply copies of any correspondence or pleadings received from such third Person. It is agreed that no delay on the part of any Indemnified Party shall seek indemnification hereunder. Any failure so to notify an in notifying the Indemnifying Party shall not relieve such the Indemnifying Party from any liability that it may have its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such Indemnified Party under this ARTICLE 7 unless the failure to give notice or such notice materially and adversely prejudices such Indemnifying PartyThird Party Action Notice is not delivered during the Claims Period. The Indemnifying Party will have 30 days from the receipt of such Third Party Action Notice (the “Response Period”) to determine whether or not (x) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (y) the Indemnifying Party is disputing the claim hereunder; provided, however, that Buyer must defend Shareholder in connection with a Tax Action. (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., Eastern time, on the last day of the Response Period, (ii) responds to the Third Party Action Notice (other than with respect to a Tax Action) but disputes the claim hereunder and elects not to assume the defense, (iii) responds to the Third Party Action Notice (other than with respect to a Tax Action) and does not dispute the claim but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, or (iv) in the case of a Tax Action, fails to acknowledge in writing its obligation to defend Shareholder therefor by 5:00 p.m., Eastern time, on the last day of the Response Period, the Indemnified Party shall have the right to assume control of defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the defense of, settle, or otherwise dispose of Indemnified Party shall in good xxxxx xxxx reasonably appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such third party action on such terms as it deems appropriateThird Party Action in accordance with subparagraph (e) below; provided, however, thatthat in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the rights of the Indemnified Party hereunder in an action brought in accordance with Section 11.10. (c) If the Indemnifying Party affirmatively disputes its obligations hereunder to the Indemnified Party, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the rights of the Indemnified Party hereunder in an action brought in accordance with Section 11.10. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: 7.4.1 The (i) such defense or settlement shall be conducted by counsel and other professionals reasonably acceptable to the Indemnified Party and at the sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to Section 10.4(d)(v); (ii) the Indemnifying Party and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party shall provide written notice to the Indemnified Party stating that the Indemnifying Party would be liable under the provisions of this Article X in the amount of the Damages in any Third Party Action if such Third Party Action were valid and the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party, provide periodic updates to the Indemnified Party in order to keep the Indemnified Party reasonably informed as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, except with respect to matters described in Section 10.2(c), in which case, such consent may be granted or denied in the sole and absolute discretion of Shareholder) unless such settlement or compromise does not subject the Indemnified Party to any monetary Liability, and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall be entitledcooperate with the Indemnifying Party, at including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may employ its own expense, to counsel and other professionals and participate in such defense or settlement at the defense Indemnified Party’s sole cost and expense (except as provided in subsection (vi) of this Section 10.4(d)), but the control of such third party action defense and the settlement shall rest with the Indemnifying Party; (providedvi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, howeverthe Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party shall not be obligated to pay the attorneys’ fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party if (a) the employment of separate counsel shall have has been authorized advised in writing by such counsel that (x) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection with the defense of respect to such third party action, Third Party Action; or (bB) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to have charge for the defense or settlement of such third party actionThird Party Action; provided, (c) however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this Section 10.4(d)(vi) shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to not relieve the Indemnifying PartyParty of its obligation to indemnify, or (d) the Indemnified Party’s counsel shall have advised defend, protect and hold the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);harmless; and 7.4.2 The Indemnifying Party (vii) in no event 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to such Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party prior written consent of a release from all liability in respect of such third party action; and 7.4.4 The the Indemnifying Party (which consent shall not be entitled to control unreasonably withheld or delayed). (but shall be entitled to participate at its own expense in e) The Damages resulting from the defense of), and settlement or the Indemnified adjudication of such Third Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionAction, or acknowledgment of any third party action (a) that portion thereof as to which the defense is unsuccessful (each, a “Final Loss”), shall be conclusively deemed a Liability of the Indemnifying Party fails to assume the defense within Indemnified Party if the Indemnifying Party (i) does not respond to a reasonable length of Third Party Action Notice by 5:00 p.m., Eastern time, on the last day of the Response Period; (bii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party’s rights hereunder; (iii) does not elect to defend against any Third Party Action for which it disputes the Indemnified Party’s rights hereunder, and such dispute is resolved in a manner affirming the Indemnified Party’s rights hereunder; (iv) elects to defend against any Third Party Action for which it does not dispute the Indemnified Party’s rights hereunder; (v) elects to defend against any Third Party Action for which it does dispute the Indemnified Party’s rights hereunder, to the extent the third party action seeks an order, injunction, dispute is resolved in a manner affirming the Indemnified Party’s right to indemnity; or other equitable relief against (vi) fails to defend the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages with respect to matters described in excess of the amount recoverable from the Indemnifying Party under Section 11.1010.2(c).

Third Party Actions. A (a) In order for a party (the "indemnified party"), to be entitled to any indemnification hereunder provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (an “Indemnified Party”) shall give prompt a "Third-Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third-Party Claim within a reasonable time after receipt by such indemnified party of written notice of the Third-Party Claim. Thereafter, the indemnified party shall deliver to the indemnifying party, within a reasonable time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party that Claim. (b) If a Third-Party Claim is obligated to provide indemnification hereunder (an “Indemnifying Party”) of made against any indemnified party, the commencement or assertion of any action, proceeding, demand, or claim by a third indemnifying party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall will be entitled, at its own expense, entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of such third a Third-Party Claim, the indemnifying party action (provided, however, that will not be liable to the Indemnifying Party shall pay indemnified party for any legal expenses subsequently incurred by the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party indemnified party in connection with the defense of such third party actionthereof, (b) unless the Indemnifying Party shall not have employed counsel reasonably satisfactory parties to the Indemnified Party to have charge of relevant action include such third indemnified party actionand the indemnifying party, (c) the Indemnified Party and such indemnified party shall have reasonably concluded been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that it which are different from or additional in addition to those available to the Indemnifying Partyindemnifying party; provided that the indemnifying party shall not in such event be responsible hereunder for the fees and expenses of more than one firm or separate counsel in connection with such action, in addition to any local counsel. If the indemnifying party elects to assume the defense of a Third-party Claim, the indemnified party will (i) cooperate in all reasonable respects with the indemnifying party in connection with such defense, (ii) not admit any liability with respect to, or (d) settle, compromise or discharge, any Third-Party Claim without the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the indemnifying party's prior written approval of the Indemnified Party before entering into or making consent and (iii) agree to any settlement, compromise, admission, compromise or acknowledgment discharge of a Third-Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying connection with such Third- Party Claim and which releases the indemnified party completely in connection with such Third-Party Claim. In the event the indemnifying party shall consent to assume the entry defense of any judgment or enter into any settlement that does not include as an unconditional term thereof Third-Party Claim, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third indemnified party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate in (but not control) such defense with its own counsel at its own expense in expense. If the indemnifying party does not assume the defense of)of any such Third-Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate, including but not limited to settling such claim or litigation after giving notice to the indemnifying party of such terms, and the Indemnified Party shall be entitled to have sole control overindemnifying party will promptly reimburse the indemnified party upon written request for all cost, expense (including reasonable attorneys' fees), loss, liability or damage incurred and paid by the defense or settlement, compromise, admission, or acknowledgment of any third indemnified party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10connection with such claim.

Third Party Actions. A In the event any Action is instituted by any third party entitled to indemnification hereunder against a Parent Indemnified Party (an “Indemnified PartyThird Party Action”) shall give prompt written which involves or appears reasonably likely to involve a Parent Claim for which indemnification may be sought, Parent will, promptly after receipt of notice to of any such Action, notify the Party that Stockholder Representative (or, in the event indemnification is obligated to provide indemnification being sought hereunder (directly from an “Indemnifying Party”Holder, such Indemnifying Holder) of the commencement or assertion thereof. The failure to so notify the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Holder, such Indemnifying Holder) of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall Action will not relieve the Indemnifying Holders from Liability in connection therewith, except to the extent that such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices affects the ability of the Indemnifying Holders to defend their interests in such Indemnifying PartyAction. The Indemnifying Party Parent shall have the right in its sole discretion to assume and control the defense or settlement of such Action; provided that, the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Holder, such Indemnifying Holder) and its counsel (at such party’s, or in the case of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledStockholder Representative, at its own the Indemnifying Holder’s, sole expense, to ) may participate in (but not control the conduct of) the defense of such Action, provided further that, except with the reasonable Consent of the Stockholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Holder, such Indemnifying Holder), no settlement of any such Action with third party action (provided, however, claimants shall be determinative of the amount of Damages relating to such matter. In the event that the Stockholder Representative has consented to any such settlement, the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel Holders shall have been authorized in writing no power or authority to object under any provision of this SECTION 15 to the amount of any such Parent Claim against the Escrow Fund, or against the Indemnifying Holders directly, as the case may be, with respect to such settlement. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and attorneys fees incurred or suffered by such Indemnifying Party the Parent Indemnified Parties in connection with the defense of such third any third-party actionclaim alleging matters that would constitute a breach or inaccuracy of a representation or warranty or any other matter specified in Section 15.1, (b) the Indemnifying Party shall whether or not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded it is ultimately determined that there may be defenses available was such a breach or inaccuracy, will constitute Damages subject to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party indemnification under Section 11.10.15.1‎.

Third Party Actions. A (A) In order for a party (the "indemnified party"), to be entitled to any indemnification hereunder provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (an “Indemnified Party”) shall give prompt a "Third-Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third-Party Claim within a reasonable time after receipt by such indemnified party of written notice of the Third-Party Claim. Thereafter, the indemnified party shall deliver to the indemnifying party, within a reasonable time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party that Claim. (B) If a Third-Party claim is obligated to provide indemnification hereunder (made against an “Indemnifying Party”) of indemnified party, the commencement or assertion of any action, proceeding, demand, or claim by a third indemnifying party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall will be entitled, at its own expense, entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of such third a Third-Party Claim, the indemnifying party action (provided, however, that will not be liable to the Indemnifying Party shall pay indemnified party for any legal expenses subsequently incurred by the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third-Party Claim, the indemnified party will (i) cooperate in all reasonable respects with the indemnifying party in connection with such third party actiondefense, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Partyadmit any liability with respect to, or (d) settle, compromise or discharge, any Third-Party Claim without the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the indemnifying party's prior written approval of the Indemnified Party before entering into or making consent and (iii) agree to any settlement, compromise, admission, compromise or acknowledgment discharge of a Third-Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the validity liability in connection with such Third-Party Claim and which releases the indemnified party completely in connection with such Third-Party Claim. In the event the indemnifying party shall assume the defense of any Third-Party Claim, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not assume the defense of any such Third-Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate, including but not limited to settling such claim or litigation after giving notice to the indemnifying party of such third terms, and the indemnifying party action will promptly reimburse the indemnified party upon written request for all cost, expense (including reasonable attorneys' fees), loss, liability or any liability damage incurred and paid by the indemnified party in respect thereof;connection with such claim. 7.4.3 No Indemnifying Party shall consent to (C) Notwithstanding the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party foregoing, Purchasers shall not be entitled to control (but shall be entitled indemnification pursuant to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment this Section 6 arising out of a breach of any third party action representation, warranty or agreement contained in Section 4 (a) other than Section 4.1, 4.2, 4.11 and 4.12, as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (bthis Section 6(C) shall not apply) except to the extent that the third party action seeks an orderaggregate amount for which indemnification is sought, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of together with the amount recoverable from of all prior claims for indemnification hereunder, exceeds $50,000. In the Indemnifying Party event that the total of all such claims exceeds $50,000, then the Sellers shall be liable for all such claims, including the prior amounts which were singly or in the aggregate less than $50,000. (D) Upon notice to the Sellers specifying in reasonable detail the basis for such set-off, NRGSD may set-off any amount to which it may be entitled under this Section 11.106 against amounts otherwise payable under the Promissory Note. The exercise of such right of set-off by NRGSD in good faith, whether or not ultimately determined to be justified, shall not constitute an event of default under the Promissory Note or the Security and Pledge Agreement. In the absence of any tortious misrepresentation, Purchasers agree that its remedies for money damages under this Agreement shall be limited solely to the set-off rights provided hereunder.

Third Party Actions. A party entitled In the event any Action is instituted against a Parent Indemnified Party which involves or appears reasonably likely to involve a Parent Claim for which indemnification hereunder (an “Indemnified Party”) shall give prompt may be sought, Parent will, promptly after receipt of notice of any such Action, provide written notice notification to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) Representative of the commencement or assertion thereof. The failure to so notify the Representative of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall Action will not relieve the Indemnifying Securityholders from liability in connection therewith, except to the extent that such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have affects the right to assume control ability of the defense of, settle, or otherwise dispose of Indemnifying Securityholders to defend their interests in such third party action on such terms as it deems appropriateAction; provided, however, that: 7.4.1 The Indemnified Party that such written notice shall be entitledeffective only if delivered to the Representative within the Escrow Period or within seven business days following termination of the Escrow Period. Parent shall have the right in its sole discretion to assume and control the defense or settlement of such Action; provided that the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Securityholder, such Indemnifying Securityholder) and its counsel (at its own such party’s sole expense, to ) may participate in (but not control the conduct of) the defense of such Action, provided that, except with the reasonable consent of the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Securityholder, such Indemnifying Securityholder), no settlement of any such Action with third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but claimants shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess determinative of the amount recoverable from of Damages relating to such matter. In the event that the Representative has consented to any such settlement, the Indemnifying Party Securityholders shall have no power or authority to object under any provision of this Section 11.1014 to the amount of any such Parent Claim against the Escrow Funds, or against the Indemnifying Securityholders directly, as the case may be, with respect to such settlement.

Third Party Actions. A party entitled In the event any Action is instituted against an Indemnified Party which involves or appears reasonably likely to indemnification involve an Indemnification Claim hereunder (a “Third Party Claim”), Parent will, promptly after receipt of notice of any such Action, notify the Securityholder Representative (or, in the event indemnification is being sought hereunder directly from an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”, such Indemnifying Party) of the commencement or assertion of any actionthereof. The failure to so notify the Securityholder Representative (or, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek the event indemnification hereunder. Any failure so to notify is being sought hereunder directly from an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices Party, such Indemnifying Party) of the commencement of any such Action will not relieve the Indemnifying Parties from liability in connection therewith. The Indemnifying Party Parent shall have the right to assume control of the defense ofright, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at in its own expensesole discretion, to participate in control the defense of and to settle any such third party action (Action; provided, however, that the Securityholder Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by Party, such Indemnifying Party Party) and its counsel (at such party’s sole expense) may participate in connection with (but not control the conduct of) the defense of such third party actionAction. However, (b) unless the Indemnifying Party shall not have employed counsel reasonably satisfactory Securityholder Representative consents to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Third Party Claim, which consent shall not be entitled to control (but unreasonably withheld, conditioned or delayed, and which consent shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled deemed to have sole control overbeen given for all purposes hereunder unless the Securityholder Representative objects in writing within ten (10) business days after a written request from Parent for such consent, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as amounts paid to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an orderclaimant in settlement of such Third Party Claim shall not be determinative as to the amount of Losses recoverable for such settlement payment under this Article 8. If the Securityholder Representative consents to any such settlement, injunction, neither the Securityholder Representative nor any Indemnifying Party will have any power or other equitable relief against authority to object to the amount or validity of any claim by or on behalf of any Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10for indemnity with respect to such settlement.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this Article VII (a "Third Party Claim"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party except to the extent the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any other liability it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify and defend the Indemnified Party and agrees in writing to provide such defense and indemnification, from and against any Indemnifiable Damages with respect to which such Indemnified Party is entitled to indemnification and defense under Section 6.1 hereof that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (b) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; (c) the Indemnifying Party conducts the defense of the claim actively and diligently; and (d) representation of both the Indemnified Party and the Indemnifying Party by the counsel selected by the Indemnifying Party would not create an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party. The In all other cases, the Indemnified Party shall be entitled to retain its own separate counsel and control the defense of the Third Party Claim, all at the sole cost and expense of the Indemnifying Party. If there is a conflict of interest, however, that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledselect separate counsel, at its own the Indemnifying Party's sole cost and expense, to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of its election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate counsel shall have been authorized in writing this Article VII for the related legal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthis paragraph, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such within a reasonable time after notice of the commencement of the action, or (iii) the Indemnifying Party has not authorized the employment of counsel for the Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall have no right to settle or (d) compromise, without the prior written consent of the Indemnified Party’s counsel shall have advised , any action or claim to the extent the settlement or compromise provides for any injunctive or other equitable relief against the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionother than monetary damages, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff providing to each the Indemnified Party by the third party of a release from release, in form and substance acceptable to the Indemnified Party, of all liability in respect of such third party action; and 7.4.4 claim. Nothing stated herein shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party any Indemnifiable Damages pursuant to the provisions of this Article VII. The Indemnified Party shall reasonably cooperate with the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of any action or claim assumed by the Indemnifying Party in accordance with the terms hereof and shall make available to the Indemnifying Party such information as the Indemnifying Party reasonably requests in connection with any such defense. For purposes of this Article VI, an "Indemnified Party" shall mean a party claiming defense or indemnification under this Article VII and an "Indemnifying Party" shall mean a party from whom defense or indemnification is sought under this Article VII. With regard to any Third Party Claims for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earliest to occur of): (a) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, and or if earlier, ten (10) days prior to the date that the judgment creditor has the right to execute the judgment; (b) the entry of a nonappealable judgment or final appellate decision against the Indemnified Party; (c) a settlement of the claim; or (d) with respect to indemnities for tax liabilities, upon the issuance of any binding resolution by a taxation authority. Notwithstanding the foregoing, expenses of counsel to the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which reimbursed on a solicitor-client basis by the Indemnifying Party fails to assume the defense within Party. All indemnification claims not paid when due shall bear interest at a reasonable length of time, (b) rate equal to the extent lesser of 10% per annum or the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10highest rate permitted by law.

Third Party Actions. A party entitled Except with respect to Taxes (which shall be governed exclusively by Section 5.4): (a) If an Indemnitee believes it has a right to indemnification hereunder pursuant to this Article VIII (an “Indemnified PartyIndemnification Claim”), the party seeking indemnification (for itself and/or any Indemnitees) shall promptly give written notice of such Action (a “Claim Notice”) shall give prompt written notice to the Party that is other party or parties obligated to provide indemnification hereunder (an the “Indemnifying Party”) of ). If such event involves any claim or the commencement or assertion of any action, proceeding, demand, or claim Action by a third party person (collectively, a “third Third Party Claim”), the party action”seeking indemnification (for itself and/or any Indemnitees) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so will give a Claim Notice to notify an the Indemnifying Party within ten (10) days after the Indemnitee has received notice or otherwise learns of the assertion of such Third Party Claim. However, failure to give any such Claim Notice shall not relieve such the Indemnifying Party from any liability of its obligations hereunder, except to the extent that it may the Indemnifying Party is actually prejudiced thereby. Each Claim Notice shall, with respect to each Indemnification Claim set forth therein, (i) specify in reasonable detail and in good faith the nature of the Indemnification Claim being made, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnitee, (iii) state the aggregate Dollar amount of Losses to which such Indemnitee is entitled to indemnification pursuant to this Article VIII that have been incurred, or a good faith estimate of the aggregate Dollar amount of such Losses reasonably expected to be incurred, by such Indemnitee pursuant to such Indemnified Indemnification Claim and (iv) reasonable supporting documentation. (b) In the event of a Third Party under this ARTICLE 7 unless Claim, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have will be entitled to participate in the right settlement or defense thereof and, if it so chooses, assume at any time control of the settlement or defense thereof with counsel reasonably satisfactory to the Indemnitee by giving to the Indemnitee written notice of its intention to assume control of the settlement or defense of, settle, or otherwise dispose of such third party action on Third Party Claim. The Indemnitee subject to any Third Party Claim the settlement or defense of which has been assumed by the Indemnifying Party may participate in the settlement or defense of such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Third Party shall be entitled, Claim with its own counsel at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, . (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making will not agree to any settlement, compromise, admissionsettlement of, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into (other than a judgment of dismissal on the merits without costs) arising from, any settlement such Third Party Claim without the prior written consent of the Indemnitee; provided, however, that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party consent of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall the Indemnitee will not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which required if the Indemnifying Party fails agrees in writing to assume the defense within a reasonable length of timepay any amounts payable pursuant to such settlement or any judgment, (b) to the extent the third party action seeks an orderonly award or relief is monetary, injunctionand such settlement or judgment includes a full, complete and unconditional release of the Indemnitee. The Indemnitee will not agree to any settlement of, or the entry of any judgment (other equitable relief against than a judgment of dismissal on the Indemnified merits without costs) arising from, any such Third Party which, if successful, would materially adversely affect Claim without the business, operations, assets, or financial condition prior written consent of the Indemnified Indemnifying Party, or . (cd) if the third party action seeks damages in excess Each of the amount recoverable from parties hereto shall (i) cooperate in good faith in the Indemnifying defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder, (ii) shall keep the other party fully informed in all material respects of the status of such Third Party Claims and any related proceedings at all stages thereof where such Person is not represented by its own counsel, and (iii) agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other. Each of the Seller and Purchaser (or a duly authorized representative of such party) shall (and shall cause their respective Subsidiaries to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection with any Third Party Claim. (e) With respect to any Third Party Claim subject to indemnification under Section 11.10this Article VIII, the parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure) and (ii) all communications between any parties hereto and counsel responsible for or participating in the defense of any Third Party Claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Actions. A 5.1 In the event any Action is instituted against an IIS Indemnified Party by any party entitled to indemnification hereunder (an “Indemnified PartyThird Party Claims”) shall give prompt written which involves or appears reasonably likely to involve an IIS Claim for which indemnification may be sought or if IIS intends to initiate an IIS claim, IIS will, promptly after receipt of notice to of any such Action, notify the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) Shareholders of the commencement or assertion thereof. The failure to so notify the Shareholders of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) such Action will relieve the Shareholders from liability in respect of which connection therewith only to the extent that such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices affects the ability of the Shareholders to defend their interests in such Indemnifying Party. The Indemnifying Action. 5.2 If the Shareholders’ Representative, as defined in Section 8, acknowledge in writing the obligation of the Shareholders to indemnify the IIS Indemnified Party hereunder against any IIS Claim that may result from such Third Party Claim, then the Shareholders shall have the right be entitled to assume and control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (Third Party Claim at their expense and through counsel of their choice if they give notice of their intention to do so to the IIS Indemnified Party within ten business days of the receipt of such notice from the IIS Indemnified Party; provided that such counsel is not reasonably objected to by the IIS Indemnified Party; and provided, howeverfurther, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is reasonably likely to exist a conflict of interest that could would make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain in the prior written approval judgment of the IIS Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of in its reasonable discretion for the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent same counsel to represent both the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each IIS Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Shareholders, then the IIS Indemnified Party shall be entitled to have sole control overretain its own counsel in each jurisdiction for which the IIS Indemnified Party reasonably determines counsel is required, at the expense of the Shareholders. 5.3 In the event that the Shareholders exercise the right to undertake any such defense against any such Third Party Claim as provided above, the defense or IIS Indemnified Party shall agree to any judgment, settlement, compromise, admission, compromise or acknowledgment discharge of any third party action (a) as to which such Third Party Claim that the Shareholders may recommend that by its terms obligates the IIS Indemnifying Party fails to assume pay the defense within a reasonable length full amount of timethe liability in connection with such Third Party Claim (or the full amount will be paid from the Escrow Shares), (b) to which releases the extent the third party action seeks an order, injunction, or other equitable relief against the IIS Indemnified Party which, if successful, completely in connection with such Third Party Claim and that would not otherwise materially adversely affect the business, operations, assets, or financial condition of the IIS Indemnified Party, provided that without derogating from Section 4 above, if such judgment, settlement, compromise or (c) if discharge shall be in an amount which is higher than the third party action seeks damages in excess equivalent of the amount recoverable from aggregate monetary value of the Indemnifying Exchange Shares at the Closing Date as calculated according to Section 4.1 above, it shall require the consent of the IIS Indemnified Party. 5.4 In the event that the Shareholders exercise the right to undertake any such defense against any such Third Party Claim as provided above, the IIS Indemnified Party shall, at the expense of the Shareholders, cooperate with the Shareholders in such defense and make available to the Shareholders, at the Shareholders’ expense, all witnesses, pertinent records, materials and information in the IIS Indemnified Party’s possession or under Section 11.10the IIS Indemnified Party’s control relating thereto as is reasonably required by the Shareholders. Similarly, in the event that the Shareholders are, directly or indirectly, conducting the defense against any such Third Party Claim, the Shareholders shall cooperate with the IIS Indemnified Party in such defense and make available to the IIS Indemnified Party, at the Shareholders’ expense, all such witnesses, records, materials and information in the Shareholders’ possession or under the Shareholders’ control relating thereto as is reasonably required by the IIS Indemnified Party. No such Third Party Claim may be settled by the IIS Indemnified Party without the prior written consent of the Shareholders (not to be unreasonably withheld).

Third Party Actions. A (i) In order for a party entitled to indemnification hereunder (an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt deliver a written notice thereof (describing, to the extent practicable, such matter in reasonable detail and such notice must be accompanied by a copy of any written notice of the third party claimant to the Indemnified Party that asserting the Third Party Claim) to the party against whom indemnity is obligated to provide indemnification hereunder sought (an the “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which with reasonable promptness after such Indemnified Party receives written notice or otherwise obtains knowledge of the Third Party Claim and shall seek indemnification hereunder. Any failure so to notify an provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure by the Indemnified Party to provide such written notice, however, (so long as a notice pursuant to this Section 7.4(a)(i) is given before the expiration of the applicable period set forth in Section 7.1(a)) shall not relieve such release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnified Party shall deliver to the Indemnifying Party copies of all other notices and documents (including court papers) received by the Indemnified Party relating to any Third Party Claim. (ii) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Where the Sellers are the Indemnifying Party, they shall have the right to an advancement or reimbursement of their defense costs from time to time from the Indemnity Escrow Fund, pursuant to the terms of the Escrow Agreement, if the Sellers have assumed the defense of such Third Party Action pursuant hereto. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with this Section 7.4(a)(ii), the Indemnified Party shall have the sole right to proceed diligently to defend such matter with the assistance of counsel reasonably satisfactory to the Indemnifying Party; provided, that the Indemnified Party shall not settle, adjust or compromise such matter, or admit any liability with respect to such matter, without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed). If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel or other expenses incurred on behalf of the Indemnified Party in connection with such matter shall be at the expense of the Indemnified Party, unless (A) the Indemnifying Party fails to defend diligently or in good faith the action or proceeding within fifteen (15) days after receiving notice of such failure from the Indemnified Party, (B) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (C) the Indemnified Party reasonably determines (upon advice of its counsel) that it representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest or, with respect to such claims, the Indemnifying Party and Indemnified Party may have different, conflicting, or adverse legal positions or interests, or (D) the Indemnified Party reasonably determines (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party or other Indemnified Parties that are not available to the Indemnifying Party. (iii) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate in all reasonable ways with the Indemnifying Party and its agents in such defense and make available to the Indemnifying Party all witnesses, Indemnified Party’s employees, advisors and agents, pertinent records, materials and information in the Indemnified Party’s possession or under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnified Party’s direct or indirect control relating thereto as is reasonably required by the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense bear all out-of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees -pocket expenses of the Indemnified Party if under this Section 7.4(a)(iii). (aiv) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain not, without the prior written approval consent of the Indemnified Party before entering Party, which consent shall not be unreasonably withheld or delayed, enter into any settlement or making any settlement, compromise, admission, compromise or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment with respect to such Third Party Claim (whether or enter into any settlement that not the Indemnified Party is an actual or potential party to such claim) if such settlement, compromise or judgment (x) involves a finding or admission of wrongdoing, (y) does not include as an unconditional term thereof written release by the giving by each claimant or plaintiff to each of the Indemnified Party of a release from all liability in respect of such third party action; andThird Party Claim or (z) imposes equitable remedies or any obligation, including a restriction of the conduct of business in the future, on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. 7.4.4 (v) The Indemnifying Party shall not be entitled to control (but shall require that any action be entitled to participate at its own expense in the defense of), and made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (vi) To the extent that the Indemnifying Party makes or is required to make any indemnification payment to the Indemnified Party, the Indemnifying Party shall be entitled to exercise, and shall be subrogated to, any rights and remedies (including rights of indemnity, rights of contribution and other rights of recovery) that the Indemnified Party or any of the Indemnified Party’s Affiliates may have against any other Person (other than any customer of the Indemnified Party or any of the Indemnified Party’s Affiliates, unless such customer restriction is waived by the Indemnified Party in its sole control over, the defense or settlement, compromise, admission, or acknowledgment of and absolute discretion) with respect to any third party action (a) as Losses to which the Indemnifying Party fails to assume the defense within a reasonable length of timesuch indemnification payment is directly related; provided, (b) that to the extent the third party action seeks an order, injunctionIndemnifying Party is not entitled to exercise, or other equitable relief be subrogated to, such rights and remedies against a customer of the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition any of the Indemnified Party’s Affiliates, then notwithstanding anything else to the contrary contained herein, the Indemnified Party shall not be entitled to any indemnification with respect to such Losses under this Article VII that could reasonably be expected to have been indemnified, contributed or (c) recovered if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10had been able to exercise, or be subrogated to, such rights and remedies against such customer, and such Losses shall not be counted toward satisfaction of the Deductible.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this ARTICLE IX (a "THIRD PARTY CLAIM"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party unless the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve it or him from any other liability he or it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of their choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify the Indemnified Party, to the extent provided in this Agreement, from and against any damages with respect to which such Indemnified Party is entitled to indemnification under SECTION 9.2 or SECTION 9.3 hereof (collectively, "INDEMNIFIABLE DAMAGES") that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (b) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; and (c) the Indemnifying Party conducts the defense of the claim actively and diligently. If there is a conflict of interest, however, that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, select separate counsel to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition on behalf of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable . After notice from the Indemnifying Party under Section 11.10.to the Indemnified

Third Party Actions. A party entitled to indemnification hereunder (a) If any third Person shall commence an Action against any Indemnified Party following the Closing (a “Indemnified PartyThird Party Action”) with respect to any matter which may give rise to a claim for indemnification under this Article X, then the Indemnified Party shall give prompt written notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include a reference to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) specific provisions of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) this Agreement in respect of which such it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party shall seek indemnification hereunder. Any failure so to notify an in notifying the Indemnifying Party shall not relieve such the Indemnifying Party from any liability that it may have its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Partynotice. The Indemnifying Party will have thirty (30) days from the delivery of such Third Party Action Notice (the “Response Period”) to determine whether or not (i) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder; provided that the Indemnifying Party will not have the right to assume the defense of such Third Party Action if the Damages relating to the claim could reasonably be expected to exceed the financial capacity of the Indemnifying Party to pay its indemnity obligations under the applicable provisions of this Article X. (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., Baltimore, Maryland time on the last day of the Response Period, (ii) responds to the Third Party Action Notice, but disputes the claim for indemnity hereunder and elects not to assume the defense, (iii) responds to the Third Party Action Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, or (iv) is not entitled to assume the defense pursuant to Section 10.4(a), the Indemnified Party shall have the right to assume control of defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall deem appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 11.6. (c) If the Indemnifying Party affirmatively disputes the right to indemnity, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 11.6. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) such defense or settlement or Damages payable shall be entitledat the sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to clause (vi) below; (ii) the Indemnifying Party and its counsel shall conduct such defense or settlement at all times in good faith; (iii) the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party, provide periodic updates to the Indemnified Party in order to keep the Indemnified Party reasonably informed as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise (A) does not subject the Indemnified Party to any monetary liability, and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action, (B) contains no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party or any of its Affiliates, (C) does not impose any consent order, decree, injunction or other equitable relief that would restrict the future activity of the Indemnified Party or its Affiliates, and (D) the sole relief provided is monetary damages that are concurrently paid in full by the Indemnifying Party; (iv) the Indemnified Party shall reasonably cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may employ its own counsel and participate in such defense or settlement at the Indemnified Party’s sole cost and expense, to participate in but the defense control of such third party action defense and the settlement shall rest with the Indemnifying Party; (providedvi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, howeverthe Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party shall not be obligated to pay the attorneys’ fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party if has been advised by counsel that (ax) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the employment Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of separate counsel shall have been authorized in writing by such those that may be available to the Indemnifying Party in connection with the defense of respect to such third party action, Third Party Action; or (bB) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to have charge for the defense or settlement of such third party actionThird Party Action; provided, (c) however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this item (vi) shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to not relieve the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised Party of its obligation to indemnify and hold the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);harmless; and 7.4.2 The Indemnifying Party (vii) in no event 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to such Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party prior written consent of a release from all liability in respect of such third party action; and 7.4.4 The the Indemnifying Party (which consent shall not be entitled to control unreasonably withheld or delayed). (but shall be entitled to participate at its own expense in e) The Damages resulting from the defense of)settlement or the final, and the Indemnified non-appealable adjudication of such Third Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionAction, or acknowledgment of any third party action (a) that portion thereof as to which the defense is unsuccessful (such Damages, together with Undisputed Indemnity Amounts and Resolved Indemnity Amounts, are interchangeably and collectively referred to herein as “Final Losses”), shall be conclusively deemed a Liability of the Indemnifying Party fails to assume the defense within Indemnified Party if the Indemnifying Party: (i) does not respond to a reasonable length Third Party Action Notice by 5:00 p.m., Baltimore, Maryland time on the last day of timethe Response Period; (ii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity; (iii) does not elect to defend against any Third Party Action for which it disputes the Indemnified Party’s right to indemnity, and such dispute is resolved, in accordance with Section 11.6, in a manner affirming the Indemnified Party’s right to indemnity; (biv) elects to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity hereunder; or (v) elects to defend against any Third Party Action for which it does dispute the right to indemnity, to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of dispute is resolved in a manner affirming the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10’s right to indemnity.

Third Party Actions. A party entitled to Person seeking indemnification hereunder under ARTICLE VII (an the “Indemnified Party”) shall give prompt written notice notification to the Party that from which recovery is obligated to provide indemnification hereunder sought (an the “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim Third Party Action. Such notification shall be given within sixty (60) days after receipt by a third party (collectively, a “third party action”) in respect of which such the Indemnified Party of notice of such Third Party Action, and shall seek indemnification hereunder. Any describe in reasonable detail (to the extent known by the Indemnified Party ) the facts constituting the basis for such Third Party Action and the amount of the claimed Damages; provided, however, that no delay or failure on the part of the Indemnified Party in so to notify an notifying the Indemnifying Party shall not relieve such the Indemnifying Party from of any liability that it may have Liability or obligation hereunder except to the extent of any Damage or Liability caused by or arising out of such Indemnified Party under this ARTICLE 7 unless failure. Within thirty (30) days after delivery of such notification, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have may, upon written notice thereof to the right to Indemnified Party, assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Third Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection Action with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnifying Party to have charge may only assume control of such third party action, defense if (cA) the Indemnified Party shall have reasonably concluded that there may be defenses available it acknowledges in writing to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest any damages, fines, costs or other Liabilities that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of may be assessed against the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of in connection with such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Third Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and Action constitute Damages for which the Indemnified Party shall be entitled indemnified pursuant to have sole control overthis ARTICLE VII, and (B) the defense potential Damages are less than or settlement, compromise, admission, or acknowledgment equal to the amount of any third party action (a) as to Damages for which the Indemnifying Party fails to is liable under this ARTICLE VII; and (ii) the Indemnifying Party may not assume control of the defense within of Third Party Action that (A) is asserted directly by or on behalf of a reasonable length Person that is a supplier, vendor or customer of timeBuyer, or any other Person that has a business relationship with Buyer, or any Governmental Entity, (bB) to the extent the third party action seeks an order, injunction, injunction or other equitable relief against the Indemnified Party whichParty, if successfulor involves criminal allegations, would materially or (C) otherwise involves any claim that, in the judgment of Buyer, may adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to relief under this Agreement. If the business, operations, assetsIndemnifying Party does not, or financial condition is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The non-controlling Party may participate in such defense at its own expense. The controlling Party shall keep the non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the non-controlling Party with respect thereto. The non-controlling Party shall furnish the controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling Party in the defense of such Third Party Action. The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if the Indemnified Party controls the defense of such Third Party Action pursuant to the terms hereof. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or (c) if delayed; provided, however, that the third party action seeks damages in excess consent of the amount recoverable from Indemnified Party shall not be required if the Indemnifying Party under Section 11.10agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further Liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Third Party Actions. A party entitled to Person seeking indemnification hereunder under Article 8 (an the “Indemnified Party”) shall give prompt written notice notification to the Party that from which recovery is obligated to provide indemnification hereunder sought (an the “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim Third Party Action. Such notification shall be given within twenty (20) days after receipt by a third party (collectively, a “third party action”) in respect of which such the Indemnified Party of notice of such Third Party Action, and shall seek indemnification hereunder. Any describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so to notify an notifying the Indemnifying Party shall not relieve such the Indemnifying Party from of any liability that it may have or obligation hereunder except to the extent of any damage or liability caused by or arising out of such Indemnified Party under this ARTICLE 7 unless failure. Within twenty (20) days after delivery of such notification, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have may, upon written notice thereof to the right to Indemnified Party, assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Third Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection Action with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party to have charge may only assume control of such third party actiondefense if (A) it acknowledges in writing to the Indemnified Party that any damages, (c) fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall have reasonably concluded that there may be defenses available indemnified pursuant to such Indemnified Party that are different from this ARTICLE 8 and (B) the ad damnum is less than or additional to those available equal to the amount of Damages for which the Indemnifying Party, Party is liable under this ARTICLE 8 and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or (d) in which equitable relief is sought against the Indemnified Party’s counsel shall have advised . If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party that there is shall control such defense. The non-controlling Party may participate in such defense at its own expense. The controlling Party shall keep the non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the non-controlling Party with respect thereto. The non-controlling Party shall furnish the controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling Party in the defense of such Third Party Action. The reasonable fees and expenses of counsel to the Indemnified Party with respect to a conflict Third Party Action shall be considered Damages for purposes of interest that could make it inappropriate under applicable standards this Agreement if the Indemnified Party controls the defense of professional conduct such Third Party Action pursuant to have common counsel); 7.4.2 the terms hereof. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making not agree to any settlement, compromise, admissionsettlement of, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into arising from, any settlement that does not include as an unconditional term thereof Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or (c) if delayed; provided that the third party action seeks damages in excess consent of the amount recoverable from Indemnified Party shall not be required if the Indemnifying Party under Section 11.10agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this Article (a "Third Party Claim"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party unless the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve it or him from any other liability he or it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of their choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (i) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify the Indemnified Party, to the extent provided in this Agreement, from and against any Indemnifiable Damage the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (ii) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; and (iii) the Indemnifying Party conducts the defense of the claim actively and diligently. Subject to the foregoing limitations, with respect to any such action commenced by a third party, the Indemnifying Party shall have the right, to the extent that they may wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, select separate counsel to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of their election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate this Article X for the related counsel shall have been authorized in writing and paralegal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthe preceding sentence, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such within a reasonable time after notice of the commencement of the action, or (iii) the Indemnifying Party has not authorized the employment of counsel for the Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Section, the Indemnifying Party shall have no right to settle or (d) compromise, without the prior written consent of the Indemnified Party’s counsel shall , any action for which they have advised assumed the defense to the extent the settlement or compromise provides for any injunctive or other equitable relief against the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionother than monetary damages, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff providing to each the Indemnified Party by the third party of a release from of all liability in respect of such third party action; and 7.4.4 claim, and nothing stated in this Section shall otherwise affect the Indemnifying Party's obligation to pay the Indemnified Party all Indemnifiable Damages pursuant to the provisions of this Article X. The Indemnified Party shall reasonably cooperate with the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which assumed by the Indemnifying Party fails in accordance 55 with the terms of this Section and shall make available to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party such information as the Indemnifying Party reasonably requests in connection with any such defense. For purposes of this Section, an "Indemnified Party" shall mean a party claiming indemnification under Section 11.10this Agreement, and an "Indemnifying Party" shall mean a party from whom indemnification is sought under this Agreement.

Third Party Actions. A party entitled In the event any Action is instituted against a Parent Indemnified Person which involves or appears reasonably likely to indemnification involve an Indemnification Claim hereunder (a “Third Party Claim”), Parent will, promptly after receipt of notice of any such Action, notify Representative (or, in the event indemnification is being sought hereunder directly from an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”Indemnitor, such Indemnitor) of the commencement or assertion thereof. The failure to so notify Representative (or, in the event indemnification is being sought hereunder directly from an Indemnitor, such Indemnitor) of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) such Action will relieve the Indemnitor from liability in respect of which connection therewith only if and to the extent that such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices the defense of such Indemnifying PartyAction. The Indemnifying Party Parent shall have the right right, in its sole discretion, to assume control of the defense of, settle, or otherwise dispose and settlement of such third party action on such terms as it deems appropriateAction; provided, however, that: 7.4.1 The Indemnified Party shall be entitledthat Representative (or, in the event indemnification is being sought hereunder directly from an Indemnitor, such Indemnitor) and its counsel (at its own expense, to the sole expense of the Indemnitors) may participate in (but not control the conduct of) the defense of such Action; provided further that, except with the consent of Representative (or, in the event indemnification is being sought hereunder directly from an Indemnitor, such Indemnitor) (which consent shall not be unreasonably withheld, delayed or conditioned), no settlement of any such Action with third party action claimants shall be determinative of the amount of Damages relating to such matter or fail to include a release of all claims against the Company and the Indemnitors. Parent shall keep the Representative (providedor, howeverin the event indemnification is being sought hereunder directly from an Indemnitor, such Indemnitor) apprised of the status of such third-party claim and shall furnish the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnitor, such Indemnitor) with all documents and information that the Indemnifying Party Representative (or, in the event indemnification is being sought hereunder directly from an Indemnitor, such Indemnitor) shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel reasonably request and shall have been authorized in writing by such Indemnifying Party in connection consult with the defense of Representative (or, in the event indemnification is being sought hereunder directly from an Indemnitor, such third party actionIndemnitor) as Parent believes is necessary exercising commercially reasonable judgement, except that the Representative (bor, in the event indemnification is being sought hereunder directly from an Indemnitor, such Indemnitor) the Indemnifying Party shall not have employed counsel reasonably satisfactory be provided such opportunity to the Indemnified Party to have charge extent that Parent determines on advice of legal counsel that such third party action, (c) participation could result in the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from loss of any attorney-client privilege or additional to those available to right under the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict work-product doctrine of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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 Parent or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Parent Indemnified Party of a release from all liability Person in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control claim. In the event that Representative (but shall be entitled to participate at its own expense or, in the defense of)event indemnification is being sought hereunder directly from an Indemnitor, and the Indemnified Party shall be entitled such Indemnitor) has consented to have sole control overany such settlement, the defense Indemnitors shall have no power or settlement, compromise, admission, or acknowledgment authority to object under any provision of this Article VII to the amount of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief such Indemnification Claim against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10Indemnitors directly with respect to such settlement.

Third Party Actions. A party entitled to indemnification hereunder (a) If a Purchaser Indemnitee or Seller Indemnitee (as applicable, an “Indemnified PartyIndemnitee”) becomes aware of a third party Action that such Indemnitee believes, in good faith, may result in a Purchaser Indemnification Claim or Seller Indemnification Claim (as applicable, an “Indemnification Claim”), Such Indemnitee shall give prompt written notice promptly notify to the Party that is Seller or Purchaser (such party obligated to provide indemnification hereunder (an under this Article, the “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying PartyAction. The Indemnifying Party Indemnitor shall have the right (exercisable within fifteen (15) Business Days of receipt by Indemnitor of Indemnitee’s notice), but not the obligation to assume control of conduct the defense ofthereof. The party conducting such defense (the “Defending Party”) shall, settleto the extent reasonably requested by the other party from time to time, or otherwise dispose give updates as to the status of such third Action. The party action on not conducting such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate in any such defense at its own expense sole cost and expense, as set forth below: (i) If Indemnitor is the Defending Party, it may agree to any settlement or compromise of any such third party Action in its sole discretion, so long as such settlement or compromise (A) does not obligate Indemnitee to take or refrain from taking any action and (B) provides for a complete release of Indemnitee by such third party. Any such settlement or compromise by Indemnitor shall represent the defense of)agreement of Indemnitor that the Losses incurred in connection therewith shall be indemnifiable hereunder. (ii) If Indemnitee is the Defending Party, it shall seek the prior written consent of Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed by Indemnitor) in connection with Indemnitee’s agreement to any settlement or compromise of any such third party Action. Any such written consent by Indemnitor shall represent the agreement of Indemnitor that the Losses incurred in connection therewith shall be indemnifiable hereunder. If Indemnitee shall fail to obtain such written consent of Indemnitor, Indemnitee may agree to any such settlement or compromise, and may make an Indemnification Claim under this Article therefor, but the Indemnified Party shall be resolution of such claim (including whether and to what extent Indemnitee is entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (aindemnification under this Agreement for such claim) as shall remain subject to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10this Article.

Third Party Actions. A party entitled In the event any Action is instituted against a Parent Indemnified Party which involves or appears reasonably likely to involve a Parent Claim for which indemnification may be sought, Parent will, promptly after receipt of notice of any such Action, notify the Representative (or, in the event indemnification is being sought hereunder (directly from an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”Stockholder, such Indemnifying Stockholder) of the commencement or assertion thereof. The failure to so notify the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Stockholder, such Indemnifying Stockholder) of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall Action will not relieve the Indemnifying Stockholders from liability in connection therewith, except to the extent that such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices affects the ability of the Indemnifying Stockholders to defend their interests in such Indemnifying PartyAction. The Indemnifying Party Parent shall have the right in its sole discretion to assume and control of the defense of, settle, or otherwise dispose settlement of such third party action on Action; provided that the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Stockholder, such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, Indemnifying Stockholder) and its counsel (at its own such party’s sole expense, to ) may participate in (but not control the conduct of) the defense of such Action; provided further that, no settlement of any such Action with third party action claimants shall be made without the written consent of the Representative (providedor, howeverin the event indemnification is being sought hereunder directly from an Indemnifying Stockholder, such Indemnifying Stockholder), which consent will not be unreasonably withheld. In the event that the Representative has consented to any such settlement, the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel Stockholders shall have been authorized in writing by no power or authority to object under any provision of this Section 14 to the amount of any such Indemnifying Party in connection with Parent Claim against the defense of such third party actionEscrow Funds, (b) or against the Indemnifying Party shall not have employed counsel reasonably satisfactory to Stockholders directly, as the Indemnified Party to have charge of such third party actioncase may be, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available with respect to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.

Third Party Actions. A With respect to any Litigation instituted by any Person against a party entitled to indemnification hereunder hereunder, (an the “Indemnified Party”): The Indemnified Party will give the party(ies) shall give from which it seeks indemnity (the “Indemnifying Party(ies) prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (“ 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. In the event that (i) the Indemnified Party does not deliver to the Indemnifying Party prompt written notice of a Third Party Claim promptly after commencement or (ii) fails to attach the entire complaint or all of the other papers pursuant to which the third party commenced such Third Party Action, each as required by this Section 12.6, then the Indemnifying Party’s obligation to indemnify shall be reduced to the extent the Indemnified Party’s failure to provide prompt, accurate and complete written notice has 20 12.7 Losses Net of Insurance, Taxes. The amount of any loss for which indemnification is provided under this Article XII shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such loss (each source named in clauses (i) and (ii), a “Collateral Source”), and (iii) an amount equal to the present value of the Tax benefit, if any, available to or taken by the indemnified party attributable to such loss. The parties shall take all reasonable steps to mitigate any loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the loss. Indemnification under this Article XII shall not be available to any party, unless the party seeking indemnification first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party shall pay will then be responsible for pursuing such recovery at its own expense. If the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing amount to be netted hereunder from any payment required under this Article XII is determined after payment by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory of any amount otherwise required to the be paid to an Indemnified Party to have charge of such third party actionParty, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available repay to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party promptly after such determination, any amount that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails would not have had to assume pay pursuant to this Article XII had such determination been made at the defense within a reasonable length time of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.such payment. XIII. GENERAL 13.1

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this Article (a "Third Party Claim"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party unless the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve it or him from any other liability he or it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of their choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (i) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify the Indemnified Party, to the extent provided in this Agreement, from and against any Indemnifiable Damage the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (ii) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; and (iii) the Indemnifying Party conducts the defense of the claim actively and diligently. Subject to the foregoing limitations, with respect to any such action commenced by a third party, the Indemnifying Party shall have the right, to the extent that they may wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, select separate counsel to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party of their election to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in so assume the defense of)thereof, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails will not be liable to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.the

Third Party Actions. A In the event any Action is instituted against an Indemnified Party by any Person who is not a party entitled to indemnification hereunder this Agreement, an Affiliate of a party to this Agreement or a Representative of any of the foregoing (a “Third Party Action”), or an “Indemnified Party”) shall give prompt written Party receives notice of the assertion of any Third Party Action or threat of Third Party Action, in each case with respect to which the Indemnifying Party that is would reasonably be expected to be obligated to provide indemnification hereunder (an “under this Agreement, such Indemnified Parties will, as promptly as practicable after receipt of notice of any such Third Party Action, notify the Indemnifying Party”) Party of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunderthereof. Any The failure to so to promptly notify an the Indemnifying Party shall not will not, however, relieve such the Indemnifying Party from any liability its indemnification obligations in connection therewith, except and only to the extent that it may have to such Indemnified Party under this ARTICLE 7 unless failure materially prejudices the failure to give such notice materially and adversely prejudices such Indemnifying Party’s ability to defend against such Third Party Action or otherwise perform its obligations hereunder. The Indemnified Parties shall have the right, in their sole discretion, to control the defense and the settlement, adjustment or compromise of such Third Party Action. The Indemnifying Party shall have make available to the right Indemnified Parties any documents and materials in its possession or control necessary to assume control of the defense of, settle, or otherwise dispose settlement of such third party action on Third Party Action, and the costs and expenses incurred by the Indemnified Parties in connection with such terms as it deems appropriate; provideddefense or settlement (including reasonable attorneys’ fees, however, that: 7.4.1 The Indemnified Party other professionals’ and experts’ fees and court or arbitration costs) shall be entitled, at its own expense, to participate included in the defense of such third party action (Losses for which the Indemnified Parties may seek indemnification pursuant to this Article VIII; provided, however, that the Indemnifying Party shall pay and its counsel (at the attorneys’ fees sole expense of the Indemnified Party if Indemnifying Party) may participate in (abut not control the conduct of) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party actionAction; provided further that, (b) except with the consent of the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall which consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but unreasonably withheld, delayed or conditioned), no settlement of any such Third Party Action shall be entitled determinative of the amount of Losses relating to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which such matter that are indemnifiable by the Indemnifying Party fails pursuant to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10this Article VIII.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectivelyas hereinafter defined) seeks indemnification under this Article IX (a "Third Party Claim"), a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party unless the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve it or him from any other liability he or it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of their choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify the Indemnified Party, to the extent provided in this Agreement, from and against any damages with respect to which such Indemnified Party is entitled to indemnification under Section 9.2 or Section 9.3 hereof (collectively, "Indemnifiable Damages") that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (b) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; and (c) the Indemnifying Party conducts the defense of the claim actively and diligently. If there is a conflict of interest, however, that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, select separate counsel to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of their election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate this Article IX for the related counsel shall have been authorized in writing and paralegal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthe preceding sentence, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to within a reasonable time after notice of the Indemnifying Partycommencement of the action, or (diii) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume has not authorized the defense within a reasonable length employment of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against counsel for the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.37

Third Party Actions. A (a) An Indemnified Party will give Seller prompt written notice of the commencement of any Litigation instituted by any third party entitled arising out of the actions or inactions of Seller (or allegations thereof) whether occurring prior to, on or after the Closing Date (any such third party action or proceeding being referred to indemnification hereunder (an “Indemnified Party”) shall 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 written notice. The failure to give prompt written notice will not affect any Indemnified Party's right to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which unless such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice has materially and adversely prejudices affected Sellers' ability to defend successfully such Indemnifying PartyThird-Party Action. (b) Sellers will contest and defend such Third-Party Action on behalf of any Indemnified Party that requests that it does so. The Indemnifying Party shall have the right to assume control Notice of the defense of, settle, or otherwise dispose intention to so contest and defend will be given by Sellers to the requesting Indemnified Party within 20 business days after the Indemnified Party's notice of such third party action on Third-Party Action (but, in all events, at least 10 business days prior to the date that a response to such terms as it deems appropriate; provided, however, that: 7.4.1 The Third-Party Action is due to be filed). Such contest and defense will be conducted by reputable attorneys retained by Sellers. An Indemnified Party shall will be entitledentitled 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 Sellers in the conduct of such defense. An Indemnified Party will cooperate with Sellers to the extent reasonably requested by Sellers in the contest and defense of such third party action Third-Party Action, including providing reasonable access (providedupon reasonable notice) to the books, however, that the Indemnifying Party shall pay the attorneys’ fees records and employees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with relevant to the defense of such third party actionThird-Party Action; provided, (b) that such cooperation will not unduly disrupt the Indemnifying operations of the business of the Indemnified Party shall not have employed counsel reasonably satisfactory to or cause the Indemnified Party to have charge waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of such third party action, Indemnified Party to become public. (c) the If any Indemnified Party shall have reasonably concluded does not request that there may be defenses available to Sellers contest and defend a Third-Party Action, or if after such request Sellers do not contest and defend a Third-Party Action or if any Indemnified Party reasonably determines that Sellers are different from or additional to those available to the Indemnifying Partynot adequately representing or, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is because of a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval interest, may not adequately represent any interests of the Indemnified Party before entering into or making at any settlementtime after requesting Sellers to do so, compromise, admission, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not will be entitled to control (but shall be entitled to participate at conduct its own expense in defense and to be represented by attorneys of its own choosing, all at Sellers' cost and expense. Sellers will pay as incurred (no later than 25 days after presentation) the defense of), fees and expenses of the counsel retained by such Indemnified Party shall from the Indemnity Escrow Funds. Neither an Indemnified Party nor Sellers may concede, settle or compromise any Third-Party Action without the consent of the other party, which consents will not be entitled to have sole control overunreasonably withheld. Notwithstanding the foregoing, (i) if a Third-Party Action seeks the issuance of an injunction, the defense specific election of an obligation or settlement, compromise, admission, similar remedy or acknowledgment (ii) if the subject matter of a Third-Party Action relates to the ongoing business of any third party action (a) as to Indemnified Party, which the Indemnifying Third-Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party whichAction, if successfuldecided against any Indemnified Party, would materially adversely affect the business, operations, assets, ongoing business or financial condition reputation of the any Indemnified Party, or (c) the Indemnified Party alone will be entitled to settle such Third-Party Action in the first instance and, if the third party action seeks damages in excess of Indemnified Party does not settle such Third-Party Action, Sellers will then have the amount recoverable from the Indemnifying right to contest and defend (but not settle) such Third-Party under Section 11.10Action.

Third Party Actions. A In the event any claim is made, suit is brought or tax audit or other proceeding is instituted against Purchaser, Seller or the Company which involves or appears reasonably likely to involve a Loss, the indemnified party entitled will, promptly after receipt of notice of any such claim, suit or proceedings for which indemnification may be sought, notify, which notice will describe such claim, suit or proceeding in reasonable detail, the indemnifying party of the commencement thereof. The failure to indemnification hereunder so notify the indemnifying party of the commencement of any such claim, suit or proceeding will relieve the indemnifying party from liability under Article VII hereof only to the extent that such failure materially adversely affects the ability of the indemnifying party to defend its interests in such claim, action or proceedings. The indemnifying party (an “Indemnified Party”at its expense) shall give prompt written have the right and shall be given the opportunity to defend with its own counsel such claim, suit or proceedings. If the indemnifying party does not elect to undertake the defense of any such claim, suit or proceeding, within a reasonable period after receipt of notice of the same, the indemnified party (upon further notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”indemnifying party) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control undertake the defense of such claim, suit or proceedings, subject to the right of the indemnifying party to assume the defense of, settle, or otherwise dispose of such third claim, suit or proceeding at any time prior to its final determination or settlement. If the indemnifying party action on shall undertake such terms as it deems appropriate; provideddefense, however, that: 7.4.1 the indemnified party shall cooperate fully with the indemnifying party and its counsel with respect thereto. The Indemnified Party shall be entitledindemnified party shall, at its own expense, have the right to participate in the defense of such third claim, suit or proceeding. The indemnified party action (providedshall not, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate except at its own expense in cost, make any settlement with respect to any such claim, suit or proceeding without the defense of)prior consent of the indemnifying party. In the event that the indemnified party determines to settle any such claim, and suit or proceeding without such prior consent of the Indemnified Party shall be entitled to have sole control overindemnifying party, the defense indemnifying party shall have no further indemnification obligations under this Article VII with respect to such claim, suit or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10proceeding.

Third Party Actions. A (a) With respect to any claims for indemnity pursuant to this Article IV which relate to any third party entitled to claim, the Party claiming indemnification hereunder under this Agreement (an “Indemnified Party”) shall give prompt written notice to promptly (i) notify the Party that from whom indemnification is obligated to provide indemnification hereunder sought (an the “Indemnifying Party”) of such third-party claim or claims asserted against the commencement or assertion Indemnified Party (“Third Party Claim”) for which indemnification is sought, and (ii) transmit to the Indemnifying Party a copy of all papers served with respect to such claim (if any) and a written notice (“Claim Notice”) containing a description in reasonable detail of the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim, to the extent feasible (which estimate shall not be conclusive of the final amount of such claim), and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any actionobligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. (b) Within fifteen (15) days after receipt of any Claim Notice (the “Election Period”), proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an the Indemnifying Party shall not relieve such notify the Indemnified Party (i) whether the Indemnifying Party from any disputes its potential liability that it may have (in whole or in part) to the Indemnified Party with respect to such Third Party Claim, and (ii) whether the Indemnifying Party desires to defend the Indemnified Party under this ARTICLE 7 unless against such Third Party Claim. (c) If the failure Indemnifying Party notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to give such notice materially and adversely prejudices such Indemnifying Party. The assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to assume defend such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 4.6. The Indemnifying Party shall have full control of such defense and proceedings. If requested by the defense ofIndemnifying Party, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The the Indemnified Party shall be entitledagrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person(s) asserting the Third Party Claim or any cross-complaint against any person. Except as otherwise provided herein, the Indemnified Party may, at its own cost and expense, to participate in the in, but not control, any defense or settlement of such third party action (provided, however, that any Third Party Claim controlled by the Indemnifying Party shall pay pursuant to this Section 4.6. (d) If the attorneys’ fees of Indemnifying Party fails to notify the Indemnified Party if (a) within the employment Election Period of separate counsel shall have been authorized in writing an election by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to defend the Indemnified Party pursuant to have charge of such third party actionthis Section 4.6, (c) then the Indemnified Party shall have reasonably concluded that there may the right to defend the Third Party Claim by all appropriate proceedings, which proceedings shall be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised promptly and vigorously prosecuted by the Indemnified Party that there is to a conflict final conclusion or settled. The Indemnified Party shall have full control of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 such defense and proceedings. The Indemnifying Party shall obtain the prior written approval of may, at its own cost and expense, participate in, but not control, any defense or settlement controlled by 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;pursuant to this Section 4.6. 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 (e) The Indemnifying Party shall not settle or compromise any Third Party Claim unless (i) the terms of such compromise or settlement require no more than the payment of money (i.e., such compromise or settlement does not require the Indemnified Party to admit any wrongdoing or take or refrain from taking any action), (ii) the full amount of such monetary compromise or settlement will be entitled paid by the Indemnifying Party (subject, if applicable, to control (but shall be entitled the Indemnifying Party’s right to participate at its own expense in the defense ofindemnification pursuant to Section 4.4), and (iii) the Indemnified Party receives as part of such settlement a legal, binding and enforceable unconditional satisfaction and/or release, in form and substance reasonably satisfactory to it, providing that such Third Party Claim and any claimed liability of the Indemnified Party with respect thereto is being satisfied by reason of such compromise or settlement and that the Indemnified Party is being released from all obligations or liabilities it may have with respect thereto. The Indemnified Party shall be entitled not settle or compromise any Third Party Claim or admit liability to have sole control over, any Third Party Claim without the defense or settlement, compromise, admission, or acknowledgment prior written consent of any third party action (a) as to which the Indemnifying Party fails to assume unless the defense within a reasonable length of time, (b) Indemnifying Party has disputed its potential liability to the extent the third party action seeks an orderIndemnified Party, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition and such dispute has been resolved in favor of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.

Third Party Actions. A In the event that any Indemnified Party is made a defendant in or party entitled to indemnification hereunder (an “any Third Party Action, the Indemnified Party”) Party shall give the Indemnifying Party prompt written notice thereof, but in any event, within 45 days after receipt by the Indemnified Party of notice of such Third Party Action, and such written notice shall describe in reasonable detail (to the extent then known by the Indemnified Party) the facts constituting the basis for such Third Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) Action and the amount of the commencement claimed damages. No delay or assertion failure on the part of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such the Indemnified Party shall seek indemnification hereunder. Any failure in so to notify an notifying the Indemnifying Party shall not relieve such the Indemnifying Party from of any liability that it may have or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. At any time after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party (subject to the rights of an Insurer under this ARTICLE 7 unless a Transaction Policy to control the failure defense of Third Party Actions covered by such Transaction Policy or the rights of the Risk Transfer Company to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying control the defense of Third Party shall have Actions covered by the right to Environmental Risk Transfer Agreement), assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Third Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection Action with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party; provided, that (i) the Indemnifying Party to have charge may only assume control of such third party actiondefense if (and only for so long as) (A) it irrevocably acknowledges in writing to the Indemnified Party that the Indemnifying Party will indemnify, hold harmless and compensate and reimburse the Indemnified Party pursuant to this ARTICLE VIII for any Damages assessed against the Indemnified Party in connection with such Third Party Action, (cB) it provides evidence reasonably satisfactory to the Indemnified Party, as and when reasonably requested from time to time by the Indemnified Party, that the Indemnifying Party has Net Cash equal to or greater than an amount equal to the ad damnum in such Third Party Action, together with the estimated costs of defense thereof, (C) the Indemnifying Party promptly pays all costs related to such Third Party Action incurred by the Indemnifying Party as they are incurred and become due and payable, and (D) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Indemnifying Party or the business or operations of the Indemnifying Party and (ii) the Seller may not assume control of the defense of any Third Party Action involving any Governmental Entity or criminal liability or in which equitable relief (other than incidental equitable relief) is sought against the Buyer or any of its Subsidiaries. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in (but not control) such defense at its own expense (which, if the Non-controlling Party is the Indemnified Party, shall not constitute Damages unless such expense is incurred at the request of the Indemnifying Party). The Controlling Party shall keep the Non-controlling Party reasonably advised of the status of such Third Party Action and the defense thereof and shall consider in good faith reasonable recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such non-confidential information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which have been served on such party and any written claim or demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The Indemnifying Party shall, subject (if the Indemnifying Party is the Seller) to the Indemnifying Party’s satisfaction of the Subrogation Conditions, be subrogated to all rights and remedies of the Indemnified Party, except with respect to any rights of the Indemnified Party against any Key Commercial Partner. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party shall controls the defense of such Third Party Action pursuant to the terms of this Section 8.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have reasonably concluded that there may be conflicting interests or different defenses available with respect to such Indemnified Third Party Action that are different from cannot be adequately protected, asserted or additional to those available otherwise raised by counsel to the Indemnifying Party. Subject to Section 8.3(c), or (d) neither the Indemnified Party’s counsel shall have advised Indemnifying Party nor the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct shall agree to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionsettlement of, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment in, any Third Party Action without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or enter into any settlement delayed; provided, that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each consent of the Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of)required for any such settlement or entry of any such judgment, and if such settlement or judgment includes a complete release of the Indemnified Party shall be entitled to have sole control overand its Affiliates from all liabilities that are the subject matter of such Third Party Action and does not provide for, and is not conditioned on, any (x) payment by the defense Indemnified Party or settlement, compromise, admission, or acknowledgment any of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of timeits Affiliates, (by) to the extent the third party action seeks an order, injunction, or other equitable non-monetary relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition any of the Indemnified Partyits Affiliates (other than customary confidentiality provisions), or (cz) if admission of wrongdoing by the third party action seeks damages Indemnified Party or any of its Affiliates. Notwithstanding anything to the contrary in excess of the amount recoverable from the Indemnifying this Agreement, Section 9.8 (rather than this Section 8.3(a)) shall govern any Third Party under Section 11.10Action involving Taxes.

Third Party Actions. A party entitled In the event any Action is instituted against a Parent Indemnified Party which involves or appears reasonably likely to indemnification involve an Indemnification Claim hereunder (a “Third Party Claim”), Parent will, promptly after receipt of notice of any such Action, notify the Representative (or, in the event indemnification is being sought hereunder directly from an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”, such Indemnifying Party) of the commencement or assertion thereof. The failure to so notify the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) of the commencement of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) such Action will relieve the Indemnifying Parties from liability in respect of which connection therewith only if and to the extent that such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices affects the ability of the Indemnifying Parties to defend their interests in such Indemnifying PartyAction. The Indemnifying Party Parent shall have the right right, in its sole discretion, to assume control of the defense of, settle, or otherwise dispose settlement of such third party action on such terms as it deems appropriateAction; provided, however, that: 7.4.1 The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third party action (provided, however, that the Representative (or, in the event indemnification is being sought hereunder directly from an Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by Party, such Indemnifying Party Party) and its counsel (at such party’s sole expense) may participate in connection with (but not control the conduct of) the defense of such third party actionAction; and provided further that, except with the consent of the Representative (b) or, in the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different event indemnification is being sought hereunder directly from or additional to those available to the an Indemnifying Party, or (d) the Indemnified such Indemnifying Party’s counsel shall have advised the Indemnified Party that there is a conflict ), no settlement of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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 Action with third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but claimants shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess determinative of the amount recoverable from of Damages relating to such matter. In the event that the Representative has consented to any such settlement, the Indemnifying Party Parties shall have no power or authority to object under Section 11.10any provision of this ARTICLE 8 to the amount of any such Indemnification Claim against the Escrow Fund, or against the Indemnifying Parties directly, as the case may be, with respect to such settlement.

Third Party Actions. A party entitled (1) If an Indemnitee receives notice or otherwise obtains knowledge of any matter or any threatened matter that may give rise to an indemnification hereunder (an “Indemnified Party”) claim against the Indemnitor, then the Indemnitee shall give prompt promptly deliver to the Indemnitor a written notice describing, to the Party that is obligated extent practicable, such matter in reasonable detail. The failure to provide indemnification hereunder (an “Indemnifying Party”) make timely delivery of such written notice by the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so Indemnitee to notify an Indemnifying Party the Indemnitor shall not relieve such Indemnifying Party the Indemnitor from any liability that it may have under this Section 10(j) with respect to such Indemnified Party under this ARTICLE 7 unless matter, except to the extent the Indemnitor is actually materially prejudiced by failure to give such notice materially and adversely prejudices such Indemnifying Partynotice. The Indemnifying Party Indemnitor shall have the right right, at its option, to assume control the defense of any such matter with its own counsel, but only if the Indemnitor simultaneously agrees to indemnify the Indemnitee for such matter. (2) If the Indemnitor elects to assume the defense of and indemnification for any such matter, then: (A) notwithstanding anything to the contrary contained in this Agreement, the Indemnitor shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys’ fees or other expenses incurred on behalf of the Indemnitee in connection with such matter following the Indemnitor’s election to assume the defense ofof such matter, settleunless (x) the Indemnitor fails to defend diligently the action or proceeding within ten (10) days after receiving notice of such failure from the Indemnitee, (y) the Indemnitee reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnitee or other Indemnitees that are not available to the Indemnitor, or otherwise dispose (z) the Indemnitee reasonably shall have concluded (upon advice of its counsel) that, with respect to such third party action on such terms as it deems appropriate; providedclaims, howeverthe Indemnitee and the Indemnitor may have different, that:conflicting, or adverse legal positions or interests; 7.4.1 The Indemnified Party shall be entitled(B) the Indemnitee shall, at its own expense, make available to participate in the Indemnitor all books, records and other documents and materials that are under the direct or indirect control of the Indemnitee or any of the Indemnitee’s agents and that the Indemnitor considers necessary or desirable for the defense of such third party action matter, and cooperate in all reasonable ways with, and make its employees and advisors available or otherwise render reasonable assistance to, the Indemnitor and its agents; and (providedC) the Indemnitor shall not, however, that without the Indemnifying Party shall pay the attorneys’ fees written consent of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party actionIndemnitee, (b) the Indemnifying Party which shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge be unreasonably withheld or delayed, settle or compromise any pending or threatened litigation in respect of such third party action, (c) the Indemnified Party shall have reasonably concluded that there which indemnification may be defenses available sought hereunder (whether or not the Indemnitee is an actual or potential party to such Indemnified Party that are different from litigation) or additional to those available to the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into (x) which does not, to the extent that the Indemnitee may have any settlement that does not liability with respect to such litigation, include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to each Indemnified Party the Indemnitee of a written release of the Indemnitee from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled litigation, (y) which includes any statement as to control (but shall be entitled or an admission of fact, culpability or a failure to participate at its own expense in act, by or on behalf of the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionIndemnitee, or acknowledgment of (z) in any third party action manner that involves any injunctive relief against the Indemnitee or may materially and adversely affect the Indemnitee. (a3) as to which If the Indemnifying Party fails Indemnitor elects not to assume the defense within a reasonable length of timeand indemnification for such matter, (b) then the Indemnitee shall proceed diligently to defend such matter with the assistance of counsel reasonably satisfactory to the extent Indemnitor; provided, that the third party action seeks an orderIndemnitee shall not settle, injunctionadjust or compromise such matter, or other equitable relief against admit any liability with respect to such matter, without the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition prior written consent of the Indemnified PartyIndemnitor, such consent not to be unreasonably withheld or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10delayed.

Third Party Actions. A party entitled With respect to indemnification hereunder (an “Indemnified Party”) shall give prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or each claim made by a third party for which an Indemnified Party (collectively, as hereinafter defined) seeks indemnification under this Article V (a “third party actionThird Party Claim”) in respect of which such ), the Indemnified Party shall seek indemnification hereunder. Any failure so give prompt notice to notify an the Indemnifying Party shall not relieve such Indemnifying (as hereinafter defined) of the Third Party from any liability Claim, provided that it may have to such Indemnified Party under this ARTICLE 7 unless the failure to give such notice promptly shall not relieve or limit the obligations of the Indemnifying Party except to the extent the Indemnifying Party has been materially prejudiced thereby (and adversely prejudices such failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any other liability it may have to the Indemnified Party). The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as and to the extent that (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after receipt from the Indemnified Party of notice of the claim, that the Indemnifying Party will indemnify and defend the Indemnified Party and agrees in writing to provide such defense and indemnification, from and against any Indemnifiable Damages with respect to which such Indemnified Party is entitled to indemnification and defense under Section 5.1 hereof that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim; (b) the claim seeks the recovery of solely money damages and does not contain a claim for an injunction, specific performance, a declaration of rights or other equitable relief; (c) the Indemnifying Party conducts the defense of the claim actively and diligently; and (d) representation of both the Indemnified Party and the Indemnifying Party by the counsel selected by the Indemnifying Party would not create an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party. The In all other cases, the Indemnified Party shall be entitled to retain its own separate counsel and control the defense of the Third Party Claim, all at the sole cost and expense of the Indemnifying Party. If there is a conflict of interest, however, that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party as reasonably determined by the Indemnified Party, then the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledselect separate counsel, at its own the Indemnifying Party’s sole cost and expense, to participate in the defense of such third party action (provided, however, that on behalf of the Indemnified Party. After notice from the Indemnifying Party shall pay the attorneys’ fees of to the Indemnified Party if (a) of its election to so assume the employment defense thereof, the Indemnifying Party will not be liable to the Indemnified Party pursuant to the provisions of separate this Article V for the related counsel shall have been authorized in writing and paralegal fees and expenses subsequently incurred by such Indemnifying the Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provisions of such third party actionthis paragraph, (bii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) represent the Indemnified Party shall have reasonably concluded that there may be defenses available to such within a reasonable time after notice of the commencement of the action, or (iii) the Indemnifying Party has not authorized the employment of counsel for the Indemnified Party that are different from or additional to those available to at the expense of the Indemnifying Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall have no right to settle or (d) compromise, without the prior written consent of the Indemnified Party’s counsel shall have advised , any action or claim to the extent the settlement or compromise provides for any injunctive or other equitable relief against the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admissionother than monetary damages, or acknowledgment of the validity of such third party action or any liability in respect thereof; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff providing to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent by the third party action seeks an orderof a release, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.form and substance acceptable to the

Third Party Actions. A If a third party commences any action or makes any demand against either party to this Agreement for which such party ("Indemnified Party") is entitled to indemnification hereunder under this Agreement from the other party to this Agreement (an “"Indemnifying Party"), such Indemnified Party”) shall give Party will promptly notify the Indemnifying Party in writing of such action or demand; provided, however, that if the Indemnified Party assumes the defense of the action and fails to provide prompt written notice to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) of , such failure shall not limit in any way the commencement or assertion of any Indemnifying Party's obligation to indemnify the Indemnified Party, except to the extent that such failure materially prejudices the Indemnifying Party's ability to defend the action, proceeding, demand, or claim by a third party (collectively, a “third party action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure so to notify an The Indemnifying Party shall not relieve may, at its own expense and without limiting its obligation to indemnify the Indemnified Party, participate in the defense of such Indemnifying Party from any liability that it may have action with counsel reasonably satisfactory to such the Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall be entitledmay also, at its own expense, assume the total defense of such action from the Indemnified Party with counsel reasonably acceptable to participate the Indemnified Party; provided, the Indemnifying Party provides in writing that it will indemnify the Indemnified Party and waive all objections thereto. In any event, the party that has assumed the defense of such third action shall provide the other party action with copies of all notices, pleadings and other papers filed or served in such action. Neither party shall make any settlement or adjustment without the other party's prior written consent, which consent (provided, however, that i) in the case of the Indemnifying Party shall pay will not be unreasonably withheld if the attorneys’ fees settlement or adjustment involves only the payment of money damages by the Indemnifying Party and (ii) in the case of the Indemnified Party if (a) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such third party action, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third party action, (c) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from withheld for any reason if the settlement or additional to those available to the Indemnifying Party, adjustment involves performance or (d) admission by the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); 7.4.2 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third party action; and 7.4.4 The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third party action (a) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time, (b) to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10.

Third Party Actions. A party entitled to indemnification hereunder (a) If any third Person shall commence an Action against any Indemnified Party (a “Indemnified PartyThird Party Action”) with respect to any matter which may give rise to a claim for indemnification under this Article X, then the Indemnified Party shall give prompt written notify the Indemnifying Party as the case may be, in writing promptly after becoming aware of such Third Party Action describing in reasonable detail the Third Party Action (such notice being hereinafter called a “Third Party Action Notice”), which notice shall include a reference to the Party that is obligated to provide indemnification hereunder (an “Indemnifying Party”) specific provisions of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third party action”) this Agreement in respect of which such it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party shall seek indemnification hereunder. Any failure so to notify an in notifying the Indemnifying Party shall not relieve such the Indemnifying Party from any liability that it may have its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such Indemnified Party under this ARTICLE 7 unless the failure to give such notice materially and adversely prejudices such Indemnifying Partynotice. The Indemnifying Party will have thirty (30) days from the delivery of such Third Party Action Notice (the “Response Period”) to determine whether or not (i) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder (b) If the Indemnifying Party (i) does not respond to the Third Party Action Notice by 5:00 p.m., Baltimore, Maryland time on the last day of the Response Period, (ii) responds to the Third Party Action Notice, but disputes the claim for indemnity hereunder and elects not to assume the defense, or (iii) responds to the Third Party Action Notice and does not dispute the claim for indemnity but elects not to assume the defense, in each case within the period allowed after delivery of the Third Party Action Notice, the Indemnified Party shall have the right to assume control of defend against any such Third Party Action by appropriate proceedings or to settle or pay any such Third Party Action for such an amount as the defense of, settle, or otherwise dispose of such third party action on such terms as it deems appropriate; provided, however, that: 7.4.1 The Indemnified Party shall deem appropriate and the Indemnifying Party shall promptly pay all Damages resulting from such Third Party Action in accordance with subparagraph (e) below; provided that in the case of clause (ii), any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 11.6. (c) If the Indemnifying Party affirmatively disputes the right to indemnity, but nevertheless elects to defend against any such Third Party Action or settle or pay any such Third Party Action, any right of the Indemnified Party to recover from the Indemnifying Party shall depend on the resolution of the dispute as to the right of indemnity in accordance with Section 11.6. (d) Notwithstanding anything herein to the contrary, if the Indemnifying Party notifies the Indemnified Party that it will defend against or settle any Third Party Action: (i) such defense or settlement shall be entitledat the sole cost and expense of the Indemnifying Party, except for costs and expenses of the Indemnified Party’s counsel, if any, pursuant to clause (vi) below; (ii) the Indemnifying Party and its counsel shall conduct such defense or settlement at all times in good faith; Case 09-37010-sgj11 Doc 292-2 Filed 11/13/09 Entered 11/13/09 01:08:58 Desc Exhibit A to Plan - Amended and Restated Master Purchase Agreement (MPSA) Page 50 of 56 (iii) the Indemnifying Party and its counsel shall, at the reasonable request of the Indemnified Party, provide periodic updates to the Indemnified Party in order to keep the Indemnified Party reasonably informed as to its conduct of such defense or settlement, and shall not compromise or settle such Third Party Action without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, and includes a complete, unconditional release of the Indemnified Party from all Liability with respect to such Third Party Action; (iv) the Indemnified Party shall reasonably cooperate with the Indemnifying Party, including making available to the Indemnifying Party, all relevant witnesses and pertinent documents and information and appropriate personnel; (v) the Indemnified Party may employ its own counsel and participate in such defense or settlement at the Indemnified Party’s sole cost and expense, to participate in but the defense control of such third party action defense and the settlement shall rest with the Indemnifying Party; (providedvi) notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Action, howeverthe Indemnified Party may, upon written notice to the Indemnifying Party, elect to employ its own counsel (who shall be reasonably acceptable to the Indemnifying Party) at the Indemnifying Party’s expense (except that the Indemnifying Party shall not be obligated to pay the attorneys’ fees of more than one separate counsel for all Indemnified Parties, taken together) if (A) the Indemnifying Party is also a Person against whom the Third Party Action is made and the Indemnified Party if has been advised by counsel that (ax) representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct or (y) the employment Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of separate counsel shall have been authorized in writing by such those that may be available to the Indemnifying Party in connection with the defense of respect to such third party action, Third Party Action; or (bB) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to have charge for the defense or settlement of such third party actionThird Party Action; provided, (c) however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this item (vi) shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to not relieve the Indemnifying Party, or (d) the Indemnified Party’s counsel shall have advised Party of its obligation to indemnify and hold the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);harmless; and 7.4.2 The Indemnifying Party (vii) in no event 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; 7.4.3 No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to such Third Party Action without the giving by each claimant or plaintiff to each Indemnified Party prior written consent of a release from all liability in respect of such third party action; and 7.4.4 The the Indemnifying Party (which consent shall not be entitled to control unreasonably withheld or delayed). (but shall be entitled to participate at its own expense in e) The Damages resulting from the defense of)settlement or the final, and the Indemnified non-appealable adjudication of such Third Party shall be entitled to have sole control over, the defense or settlement, compromise, admissionAction, or acknowledgment of any third party action (a) that portion thereof as to which the defense is unsuccessful (such Damages, together with Undisputed Indemnity Amounts and Resolved Indemnity Amounts, are interchangeably and collectively referred to herein as “Final Losses”), shall be conclusively deemed a Liability of the Indemnifying Party fails to assume the defense within Indemnified Party if the Indemnifying Party: (i) does not respond to a reasonable length Third Party Action Notice by 5:00 p.m., Baltimore, Maryland time on the last day of timethe Response Period; (ii) does not elect to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity; (iii) does not elect to defend against any Third Party Action for which it disputes the Indemnified Party’s right to indemnity, and such dispute is resolved, in accordance with Section 11.6, in a manner affirming the Indemnified Party’s right to indemnity; (biv) elects to defend against any Third Party Action for which it does not dispute the Indemnified Party’s right to indemnity hereunder; or (v) elects to defend against any Third Party Action for which it does dispute the right to indemnity, to the extent the third party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of dispute is resolved in a manner affirming the Indemnified Party, or (c) if the third party action seeks damages in excess of the amount recoverable from the Indemnifying Party under Section 11.10’s right to indemnity.