Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the case assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 7.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim, and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Actual Knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify indemnify, subject to the limitations contained in Section 8.4, the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. The notice provided to the Indemnifying Party shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Losses that has been or may be suffered. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following within twenty (20) days of notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full any manner it reasonably may deem appropriate. In the event the Indemnifying Party has assumed the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder(which consent shall not be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers Buyer shall cooperate in the defense of any Third Party Claim subject to this Article IX VIII and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 4.1 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and ”) in respect of which indemnity may be sought under such Section. Such notice (the Indemnified Party “Indemnification Notice”) shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have adversely prejudiced the Indemnifying Party. (b) During the period ending on the earlier of the 30th calendar day following the Indemnifying Party’s receipt of the Indemnification Notice and the fifth calendar day preceding the date on which an appearance is required to be made before a court, arbitrator or other tribunal or an answer or similar pleading is required to be filed in a lack litigation or other proceeding in respect of actual notice to a Third Party Claim, the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section 4.2, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense unless the Indemnification Notice states that the Indemnified Party has determined in good faith that (i) the Third Party Claim seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than injunctive, equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought) or (ii) the Third Party Claim arises in connection with any criminal matter; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that if such Third Party Claim is successful it would have an indemnity obligation resulting from the Losses from such Third Party Claim. If the Indemnifying Party (i) is not entitled to or does not duly and timely elect to control and appoint lead counsel for such defense, or (ii) after timely making such election, fails to take reasonable steps to defend diligently the Third Party Claim within 30 calendar days after its receipt of written notice from the Indemnified Party to the other effect that the Indemnifying Party has so failed, the Indemnified Party shall be entitled, but not obligated, to notify the Indemnifying Party of its election to assume and control such defense from the Indemnifying Party; provided that the Indemnified Party’s right to be indemnified, defended and held harmless in respect of the Third Party Claim shall not otherwise be affected by such election. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 4.2, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, further, that (x) if, in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party, (y) the Indemnified Party and Indemnifying Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts between them or (z) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue a Third Party Claim it has assumed within 30 calendar days after its receipt of written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, then the Indemnifying Party shall bear the reasonable and documented out-of-pocket fees and expenses of one separate counsel and, but only to the extent necessary, one local counsel to the Indemnified Party which shall represent all Indemnified Parties arising out of the same or similar set of circumstances in connection with such defense. (d) Each party shall reasonably cooperate, and cause their respective 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.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 8.01 or 8.02 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any action, suit, proceeding or other claim by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim as provided under this Article 8. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 8.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a); (ii) the Third Party Claim relates to or arises in connection with any criminal action, proceeding or claim; (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates; or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim following notice thereofin accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each Party shall cooperate, and cause their respective Affiliates to 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 available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to The Person seeking indemnification under this Agreement Section 9.2 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought under Section 9.2. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations or Liability hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the limitations set forth in this Section 9.3, shall be entitled to assume the defense thereof at its sole expense with lead counsel appointed by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that if the Indemnified Party has concluded that there may be one or more legal defenses or defense strategies available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party and or that there exists or is reasonably likely to exist a conflict of interest, such Indemnified Party shall be entitled, at the Indemnifying Party’s reasonable expense, to separate counsel (provided, that such counsel is reasonably acceptable to the Indemnifying Party). (c) If the Indemnifying Party is materially prejudiced as a result elects to assume the defense of any such Third-Party Claim, all the parties hereto will cooperate in the defense or prosecution of such failure Third-Party Claim. Such cooperation will include the provision of reasonable access during business hours to be given noticethe Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other Representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party does not promptly assume assumes the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 9.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all Liabilities and obligations with respect to such Third-Party Claim or (B) the settlement or compromise imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any such Third Third-Party ClaimClaim and to employ, at its expense, separate counsel of its choice for such purpose. (d) The provisions of this Section 9.3 shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing apply with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each Tax Claims, which shall be reasonably available to the other with respect to such defensegoverned by Article VI.

Third Party Claim Procedures. (a) In the case event that any Purchaser Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) determines to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted, other than any such claim, demand, Action or investigation relating to Taxes that are the subject of Article VI by any claim asserted by Person not either a third party to this Agreement or an Affiliate of a party to this Agreement (including, for the avoidance of doubt, any Taxing Authority) for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to an Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), such Indemnified Party shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be given conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure shall actually prejudice an Indemnifying Party; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party with respect to a Third Party Claim unless a Claims Notice with respect to such Third Party Claim is properly delivered by the Indemnifying Party prior to the termination of the applicable period described in Section 9.1. (b) Subject to the provisions of Section 10.2(d), upon receipt of a Claims Notice, the Indemnifying Party shall have the right to assume the defense and control of Third Party Claims described in such Claims Notice. In the event the Indemnifying Party exercises such right to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right but not the obligation reasonably to participate in (but not control) the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge defense of such Third Party ClaimClaim with its own counsel and at its own expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party shall permit are both named parties to the proceedings and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue the defense of a Third Party Claim it has assumed, as provided in the first sentence of Section 10.2(d), or (at the expense of such Indemnifying Party and so long as iii) the Indemnifying Party acknowledges in writing its obligation is not entitled to indemnify a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party for Losses related within 20 Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party to send such Third Party Claim) notice within such 20 Business Day period shall be deemed an election not to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly elects to assume the defense of such a Third Party Claim following notice thereofClaim, then the Indemnified Party shall, and shall be entitled to assume cause each of its directors, officers, employees, agents, representatives, Affiliates and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of permitted assigns to, cooperate reasonably with the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, which cooperation shall include designating a liaison counsel to whom the Indemnifying Party may direct notices and other communications, using reasonable best efforts to make witnesses available, and providing records and documents to the extent such witnesses, records and documents are relevant to the Third Party Claim. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, by not delivering notice of its election to assume the defense of such Third Party Claim within the period specified in Section 10.2(b), or (ii) after assuming the defense of a Third Party Claim, failing to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party shall have the right, at all times, but not the obligation, to assume its own defense, and the Indemnifying Party shall have the right, but not the obligation, to participate reasonably in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) The Indemnified Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or enter into delayed. The Indemnifying Party shall not settle, compromise or offer to settle or compromise, any Third Party Claim without the prior written consent of the Indemnified Party if such settlement that provides for or compromise would result in (i) injunctive or other nonmonetary relief affecting against the Indemnified Party or any of its Affiliates, including the imposition of a consent order, injunction or decree that does not include as an unconditional term thereof would restrict the giving by each claimant future activity or plaintiff to such conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) subject to Section 10.2(e), any monetary liability of the Indemnified Party that will not promptly be paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party proposes to make or accept a good faith, bona fide offer to settle or compromise any Third Party Claim and such proposed settlement or compromise would result in any monetary liability of the Indemnified Party that would not promptly be paid or reimbursed by the Indemnifying Party (including due to the effect of any limitations on indemnification contemplated by this Article X, including the Deductible) then the Indemnifying Party shall submit such proposal to the Indemnified Party for approval and the Indemnified Party shall have the option, in its sole discretion, to approve or reject such proposal. If the Indemnified Party approves such proposal, the Indemnifying Party may settle or compromise such Third Party Claim on the terms set forth in such approved proposal. If the Indemnified Party rejects such proposal, the Indemnifying Party will have the option, in its discretion, either (i) to continue the defense of such Third Party Claim, in which event it may not accept or make an irrevocable release from all liability offer to settle or compromise such Third Party Claim on the proposed terms that were rejected by the Indemnified Party, and wrongdoing the terms of this Section 10.2 will continue to apply with respect to such Third Party Claim. Seller , or (ii) to enter into an arrangement with the Indemnified Party in which (A) the Indemnifying Party will promptly pay to the Indemnified Party the amount that would have been paid to the third party under such proposal to settle or compromise such Third Party Claim, less the remaining portion of the Deductible, (B) such proposed settlement or compromise will, for all purposes under this Agreement other than for purpose of this Section 10.2(e) (including for purposes of calculating the Purchase Price for tax purposes as contemplated by Section 6.8 and, if applicable, calculating the amount of Losses that have been indemnified under this Agreement to which any limitation contemplated by this Article X may apply, including the Deductible), be deemed to have been effected and Buyers shall cooperate in indemnified under this Agreement and (C) the Indemnified Party will assume the defense of any such Third Party Claim at its own cost and with its own counsel, will not be subject to any further limitations or restrictions under this Article IX and the records of each shall be reasonably available Agreement with respect to the other defense, settlement or compromise of such Third Party Claim, will not be entitled to any further indemnification under this Agreement with respect to such defenseThird Party Claim and will not be required to reimburse the Indemnifying Party for, or return any amount to the Indemnifying Party with respect to, such Third Party Claim, regardless of whether the amount that the Indemnified Party is ultimately required to pay to such third party upon final resolution of such Third Party Claim is greater or less than the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Section 10.2(e).

Third Party Claim Procedures. (a) In the case event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a party to this Agreement or an Affiliate of any claim asserted by a third party to this Agreement for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to an Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), such Indemnified Party shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be given conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure shall actually prejudice an Indemnifying Party. (b) Subject to the provisions of Section 9.3(d), upon receipt of a Claims Notice, the Indemnifying Party shall have the right to assume the defense and control of Third Party Claims described in such Claims Notice. In the event the Indemnifying Party exercises such right to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right but not the obligation reasonably to participate in (but not control) the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge defense of such Third Party ClaimClaim with its own counsel and at its own expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party shall permit are both named parties to the proceedings and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue the defense of a Third Party Claim it has assumed, as provided in the first sentence of Section 9.3(d), or (at the expense of such Indemnifying Party and so long as iii) the Indemnifying Party acknowledges in writing its obligation is not entitled to indemnify a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party for Losses related within 20 Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party to send such Third Party Claim) notice within such 20 Business Day period shall be deemed an election not to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly elects to assume the defense of such a Third Party Claim following notice thereofClaim, then the Indemnified Party shall, and shall be entitled to assume cause each of its directors, officers, employees, agents, representatives, Affiliates and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of permitted assigns to, cooperate reasonably with the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, which cooperation shall include designating a liaison counsel to whom the Indemnifying Party may direct notices and other communications, using reasonable best efforts to make witnesses available, and providing records and documents to the extent such witnesses, records and documents are relevant to the Third Party Claim. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, by not delivering notice of its election to assume the defense of such Third Party Claim within the period specified in Section 9.3(b), or (ii) after assuming the defense of a Third Party Claim, failing to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party shall have the right, at all times, but not the obligation, to assume its own defense, and the Indemnifying Party shall have the right, but not the obligation, to participate reasonably in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) The Indemnified Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or enter into delayed. The Indemnifying Party shall not settle, compromise or offer to settle or compromise, any Third Party Claim without the prior written consent of the Indemnified Party if such settlement that provides for or compromise would result in (i) injunctive or other nonmonetary relief affecting against the Indemnified Party or any of its Affiliates, including the imposition of a consent order, injunction or decree that does not include as an unconditional term thereof would restrict the giving by each claimant future activity or plaintiff to such conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) subject to Section 9.3(e), any monetary liability of the Indemnified Party that will not promptly be paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party proposes to make or accept a good faith, bona fide offer to settle or compromise any Third Party Claim and such proposed settlement or compromise would result in any monetary liability of the Indemnified Party that would not promptly be paid or reimbursed by the Indemnifying Party then the Indemnifying Party shall submit such proposal to the Indemnified Party for approval and the Indemnified Party shall have the option, in its sole discretion, to approve or reject such proposal. If the Indemnified Party approves such proposal, the Indemnifying Party may settle or compromise such Third Party Claim on the terms set forth in such approved proposal. If the Indemnified Party rejects such proposal, the Indemnifying Party will have the option, in its discretion, either (i) to continue the defense of such Third Party Claim, in which event it may not accept or make an irrevocable release from all liability offer to settle or compromise such Third Party Claim on the proposed terms that were rejected by the Indemnified Party, and wrongdoing the terms of this Section 9.3 will continue to apply with respect to such Third Party Claim. Seller , or (ii) to enter into an arrangement with the Indemnified Party in which (A) the Indemnifying Party will promptly pay to the Indemnified Party the amount that would have been paid to the third party under such proposal to settle or compromise such Third Party Claim, (B) such proposed settlement or compromise will, for all purposes under this Agreement other than for purpose of this Section 9.3(e), be deemed to have been effected and Buyers shall cooperate in indemnified under this Agreement and (C) the Indemnified Party will assume the defense of any such Third Party Claim at its own cost and with its own counsel, will not be subject to any further limitations or restrictions under this Article IX and the records of each shall be reasonably available Agreement with respect to the other defense, settlement or compromise of such Third Party Claim, will not be entitled to any further indemnification under this Agreement with respect to such defenseThird Party Claim and will not be required to reimburse the Indemnifying Party for, or return any amount to the Indemnifying Party with respect to, such Third Party Claim, regardless of whether the amount that the Indemnified Party is ultimately required to pay to such third party upon final resolution of such Third Party Claim is greater or less than the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Section 9.3(e).

Third Party Claim Procedures. In (a) The Party seeking indemnification under Clause 13 (the case “Indemnified Party”) shall promptly notify the Party against whom indemnity is to be sought (the “Indemnifying Party”) of any claim asserted or proceeding, or threatened claim or proceeding by any Third Party which could lead to a third party Loss (a “Third Party Claim”). The failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) against a party entitled Subject to indemnification under this Agreement (an “Indemnified Party”Clause 14(c), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at to take control of the expense conduct, defense and settlement of a Third Party Claim; provided, however, that prior to assuming control of such Indemnifying Party and so long as defense, the Indemnifying Party acknowledges in writing its must acknowledge that it would have an indemnity obligation to indemnify the Indemnified Party for any Losses related to resulting from such Third Party Claim. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such any Third Party Claim and shall be reasonably satisfactory to pay the Indemnified Party, fees and expenses of counsel retained by the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and if (bi) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume deliver the acknowledgment referred to in Clause 14(b) within 30 days of receipt of notice of the Third Party Claim referred to in Clause 14(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) In circumstances where the Indemnifying Party is controlling the defense of such a Third Party Claim following notice thereofin accordance with Clauses 14(b) and 14(c) above, the Indemnified Party shall be entitled to assume and control such participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim and (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (e) The Indemnifying Party shall not compromise or otherwise settle or agree to pay in full such any Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no which consent shall not be unreasonably withheld or delayed. (f) The Indemnified Party shall reasonably assist at the cost of the Indemnifying Party, Party in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability investigation and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim. (g) If the Indemnifying Party has assumed the control of the conduct of the defense of a Third Party Claim subject in accordance with Clause 14(b), the Indemnified Party shall not settle any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (h) The Indemnified Party will take reasonable steps to this Article IX and the records mitigate any Loss in accordance with applicable Law in respect of each shall be reasonably available to the other with respect to such defenseany Third Party Claim.

Third Party Claim Procedures. In (a) The Indemnified Party agrees to give prompt notice in writing to the case Warrantors or Other Shareholders (each, a “Indemnifying Party”), as applicable, of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a the “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to ‎Section 9.02 or ‎Section 9.03 and provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense available material evidence of such Third Party Claim including court paper. Such notice shall be reasonably satisfactory set forth the nature and description in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this ‎Article 9 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 9.05(b) within 30 days of receipt of notice of the Third Party Claim pursuant to ‎Section 9.05(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates (for this purpose including each Group Company), (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.05, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates (for this purpose including each Group Company) from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (c) and (d) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective Affiliates to 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 available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In The Indemnified Party may, upon reasonable notice, tender the case exclusive defense of any claim asserted by a third party (a “Third Party Claim”Claim (subject to the provisions of this Section 9.04(c)) against to the Indemnifying Party. If (i) the defense of a party entitled Third Party Claim is so tendered and within thirty (30) days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within thirty (30) days after the date on which written notice of a Third Party Claim has been given pursuant to indemnification under this Agreement (an “Indemnified Party”Section 9.04(c), notice the Indemnifying Party shall be given by acknowledge in writing to the Indemnified Party to and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE IX; then, except as hereinafter provided, the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim, and the . The Indemnified Party shall permit have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and control such defense and to settle or agree to pay in full such the Third Party Claim without as herein provided. The Indemnifying Party shall lose its right to defend and settle the consent of Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party without prejudice has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the ability Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party to enforce its claim for indemnification against (which shall not be unreasonably withheld unless such settlement does not fulfill the Indemnifying Party hereunder. Except with conditions set forth in the prior written consent following sentence and which shall be deemed automatically given if a response has not been received within the thirty (30) day period following receipt of the proposed settlement by the Indemnified Party), no to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, in no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and or settlement of any such the Third Party Claim, Claim (the “Non-Control Party”) shall consent be required by an Indemnifying Party or Indemnified Party controlling the litigation to entry of any judgment or (and no such party shall) (x) enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to such Indemnified the Non-Control Party of an irrevocable a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE IX shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and wrongdoing the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE IX, or if, in accordance with respect the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least twenty (20) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Seller If, pursuant to this Section 9.04(c), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and Buyers other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall cooperate furnish such information in reasonable detail as it may have with respect to a Third Party Claim (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) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of any such Third Party Claim subject to this Article IX and shall otherwise cooperate with and assist the records defending party in the defense of each shall be reasonably available to the other with respect to such defenseThird Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 6.01 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third-party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The party seeking indemnification under Section 9 (the case "Indemnified Party") agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the "Indemnifying Party") of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “"Third Party Claim”") against a party in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to indemnification under participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Agreement (an “Indemnified Party”)Section, notice shall be given entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld; provided, that any consent which requires the admission of guilt, liability or wrongdoing by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”shall not be deemed unreasonably withheld) promptly after such Indemnified Party has actual knowledge before entering into any settlement of such Third Party Claim, Claim if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall permit be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) If the Indemnifying Party shall not assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11, the Indemnified Party shall (at the expense of such Indemnifying Party and so long as i) keep the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume reasonably informed of the defense of such Third Party Claim, provided that (a) counsel for including by providing regular reports with respect to the Indemnifying Party who shall conduct status of the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expenseClaim, and (bii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with obtain the prior written consent of the Indemnified PartyIndemnifying Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim. (e) Each party shall cooperate, no Indemnifying Partyand cause their respective Affiliates to cooperate, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The party seeking indemnification under Section 11.02 or 11.04 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Proceeding by any third party (excluding, in the case of the Investor Indemnified Parties, any claim asserted by a third party such Proceeding against the Company or any of its Affiliates) (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 11.07(b) and Section 11.07(c), shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 11. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 11.07(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 11.07(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation involving the Indemnified Party or any of its Affiliates, (iii) the Third Party Claim relates to Taxes of the Indemnified Party or any of its Affiliates, (iv) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental in any material respect to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (v) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (vi) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.07, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be, from all liability on claims that are the subject matter of such Third Party Claim following notice thereofand does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be. If the Indemnified Party shall control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.07, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party before entering into any settlement of such Third Party Claim (such consent not to be unreasonably withheld, conditioned or delayed). (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the reasonable fees and expenses of such separate counsel shall constitute indemnifiable Damages hereunder (i) to the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the records Indemnified Party in the conduct of each shall the defense of such claim or (B) there may be reasonably one or more defenses or claims available to the other Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be materially adverse to the Indemnifying Party; and provided further that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnified Parties in connection with any Third Party Claim, plus one firm of local counsel in each jurisdiction in which any such Third Party Claim is taking place. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such defenseThird Party Claim and cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate, and cause its Affiliates to 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; provided that no party shall be required to disclose any such records or information that would result in the loss of attorney-client privilege, but such party shall use its commercially reasonable efforts to (1) develop an alternative to providing such records or information that is reasonably acceptable to the other party or (2) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would permit the disclosure of such records or information without violating such attorney-client privilege.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 6.01 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third-party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 6.02, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.02(a) or Section 9.03(a) (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Indemnified Party has actual knowledge Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party Claim, Claim and the Indemnified Party shall permit basis for indemnification in respect thereof (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure of the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) to so notify the failure of any Indemnified Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have prejudiced the Indemnifying Party. (b) The Indemnifying Party shall, subject to the limitations set forth in a lack of actual this Section 9.04, have the right, upon written notice to the Indemnifying Indemnified Party and such Indemnifying Party is materially prejudiced as a result soon as reasonably practicable but in any event within 45 days of receipt of notice of such failure Third-Party Claim from the Indemnified Party pursuant to be given noticeSection 9.04(a), to assume the defense of any Third-Party Claim at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party does not promptly so elect to assume the defense of such Third Third-Party Claim, the Indemnified Party shall have the sole right to assume the defense of such Third-Party Claim. 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 shall be at the expense of the Indemnified Party and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (ii) the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim following notice thereofin accordance with the provisions of this Section 9.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive, equitable relief or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Laws by the Indemnified Party or (D) encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to affect the Taxes of Buyer, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date and (ii) the Indemnified Party shall be entitled to assume and control such participate in the defense of any Third-Party Claim and to employ separate counsel of its choice and at its own expense for such purpose. The Indemnified Party shall not settle or agree to pay in full such Third any Third-Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified PartyIndemnifying Party (which consent shall not be unreasonably withheld, no Indemnifying Partydelayed or conditioned). (d) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any such Third Third-Party Claim, and shall consent furnish or cause to entry of any judgment be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include appeals, as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the case assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 7.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 7.01 or Section 7.02, as applicable (an the “Indemnified Party”), agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, and the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party. (d) Each Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The Indemnified Party agrees to give prompt notice in writing to the case Indemnifying Party of the assertion of any claim asserted or the commencement of any Legal Proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 9.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Party. The Indemnifying Party is materially prejudiced as a result has received notice of such failure the Existing Asbestos Litigation and US Smelter Existing Claims. (b) Subject to be given notice. If Seller’s right to control any Existing Asbestos Litigation or US Smelter Existing Claims in accordance with Section 5.21, the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section 9.04, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, that the Indemnifying Party shall not be entitled to assume control of a Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Legal Proceeding, indictment or allegation, (ii) the Third Party Claim seeks injunctive or other equitable relief, or, if adversely determined, would impair in any material respect the financial condition, business, operations, reputation or prospects of Buyer or its Subsidiaries (including the Company Group), (iii) the indemnification obligation of the Indemnifying Party (after the application, if applicable, of any cap on Damages) is determined in good faith by Buyer to be less than the potential maximum Damages amount of the Third Party Claim at issue, or (iv) with respect to the other Third Party Claim, the Indemnified Party is Buyer or any of its Affiliates and is seeking, or reasonably expects to receive, recovery under the R&W Insurance Policy or a reductions in the retention thereunder. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) The Indemnified Party shall not admit liability in respect of any Third Party Claim, nor enter into any settlement of such Third Party Claim, without the prior written consent of the Indemnifying Party. (e) Each Party shall cooperate, and cause its Affiliates to 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.

Third Party Claim Procedures. In (a) The party seeking indemnification under Section 10.02 (the case “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a third party any Third Party (each, a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 10.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofThereafter, the Indemnified Party shall be entitled deliver to assume the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and control documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such defense and other information with respect to settle or agree to pay in full any such Third Party Claim without the consent of reasonably requested by the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Party. (b) The Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent be entitled to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and may, upon written notice to this Article IX the Indemnified Party, assume control of the defense, appeal and settlement of such Third Party Claim and appoint lead counsel for such defense, in each case at its sole cost and expense; provided, however, that the Indemnifying Party shall not be entitled to: (i) assume the defense, appeal or settlement of any Third Party Claim if: (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) the Third Party Claim seeks any injunction or equitable relief against the Indemnified Party; or (ii) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim and the records Indemnified Party has provided prior written notice and a reasonable opportunity for the Indemnifying Party to cure such failure. (c) If the Indemnifying Party is entitled to do so and has assumed the defense, appeal or settlement proceedings of each the Third Party Claim in accordance herewith, the Indemnified Party may retain separate counsel at its sole cost and expense and participate in the defense, appeal or settlement proceedings of the Third Party Claim; provided that if the Indemnified Party shall be reasonably conclude that: (i) there is a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim; or (ii) there are specific defenses or claims available to the other Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the reasonable fees and disbursements of one counsel for the Indemnified Party shall be paid by the Indemnifying Party; provided that the Indemnifying Party shall not be required to pay for more than one counsel for all Indemnified Parties in connection with any Third Party Claim. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim and shall be entitled to all reasonable fees and expenses of counsel incurred in connection therewith prior to such date. (d) If the Indemnifying Party is entitled to do so and has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance herewith, the Indemnifying Party shall not enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that consent of the Indemnified Party shall not be required for any such settlement if: (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party; and (iii) such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Whether or not the Indemnifying Party has assumed the defense, appeal or settlement proceedings, the Indemnifying Party shall not be obligated to indemnify any Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (e) Each party shall cooperate, and cause its Affiliates to 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.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 8.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 8.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 8 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 8.03(b) (i) within 30 days of receipt of written notice of the Third Party Claim pursuant to Section 8.03(b), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and the records expenses of each such separate counsel shall be reasonably available borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel incurred by the Indemnified Party prior to the other with respect date the Indemnifying Party assumes control of the defense of the Third Party Claim. (f) Each Party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such defenserecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In (a) Each Indemnified Party seeking indemnification under Section 7.02 agrees to give prompt notice in writing to the case Indemnifying Party against whom indemnity is to be sought of the assertion of any claim asserted or the commencement of any Action by a third party any Third Party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 7 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b)(i) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date of the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective Affiliates to 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 available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 12.02 or Section 12.04, as applicable (an the “Indemnified Party”), agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any Action by any third party (“Third-Party Claim”) in respect of which indemnity may be sought thereunder; provided, and however, the Indemnified Party shall permit failure to timely notify the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein such claim shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. Such notice shall set forth in a lack reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). (b) The Indemnifying Party shall be entitled to participate in the defense of actual any Third-Party Claim and, by giving written notice to the Indemnified Party and subject to the limitations set forth in this Section 12.06, shall be entitled to control and appoint lead counsel for such defense, at Indemnifying Party’s expense; provided, however, that the Indemnified Party is hereby authorized, and at the cost and expense of the Indemnifying Party (including reasonable attorneys’ fees and expenses), prior to the Indemnifying Party’s delivery of a written notice to the Indemnified Party of its election to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does assumes the defense of any such Third-Party Claim as contemplated in this Section 12.06(b), the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party (such consent not promptly assume to be unreasonably withheld, delayed or condition) to conduct the defense of such Third Third-Party Claim. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, it shall advise the Indemnified Party of the status of such Third-Party Claim following notice thereofand the defense thereon on a reasonably current basis and consider good faith recommendations made by the Indemnified Party with respect thereto. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously or (iv) in the case of a Buyer Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in Damages, together with all other unresolved claims for indemnification by the Buyer Indemnified Parties, the majority of which would not be available for recovery from the Equityholders under this ARTICLE 12 (other than as a result of the application of the Equityholders’ Basket). For the avoidance of doubt, the Indemnifying Party shall always have the right to control the defense of a Third-Party Claim to the extent filed against an Indemnifying Party (as opposed to a Buyer Indemnified Party). (d) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 12.06, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third-Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Buyer Indemnified Parties or the Equityholder Indemnified Parties, as the case may be, from all Liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to any finding or admission of fault, culpability or failure to act by or on behalf of the Buyer Indemnified Parties or the Equityholder Indemnified Parties, as the case may be. In the event the Indemnified Party is not permitted to defend the Third-Party Claim under Section 12.06(c), elects not to defend such Third-Party Claim or fails to notify the Indemnified Party in writing of its election to defend as provided in this Agreement in a timely manner, the Indemnified Party may pay, compromise, defend or settle such Third-Party Claim without the prior written consent of the Indemnifying Party and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim in accordance with, and subject to the limitations of, this ARTICLE 12. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party Claimshall pay the fees and expenses of such separate counsel (and, as it relates to any Equityholders as the Indemnifying Party, such payment shall consent be in the form of a dollar-for-dollar reduction in the Indemnification Escrow to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the extent available) (i) to the extent incurred by the Indemnified Party before the date that the Indemnifying Party assumes control of the defense of the Third-Party Claim or that does not include as an unconditional term thereof (ii) if the giving by each claimant or plaintiff to such Indemnified Party is advised by counsel that (A) there is a conflict of an irrevocable release interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from all liability or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and wrongdoing the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third Third-Party Claim. Seller Claim and Buyers cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The Party seeking indemnification under this Article XI (the case "Indemnified Party") agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (the "Indemnifying Party") of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third "Third-Party Claim”") against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by set forth in reasonable detail such Third-Party Claim and the Indemnified Party to the party required to provide basis for indemnification (taking into account the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate of a Third-Party Claim that arises within the applicable limitations period set forth in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein Section 11.1 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 11.3, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 11.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) In connection with the defense or prosecution of any Third-Party Claim, each Party shall consent (i) cooperate, and cause its respective Affiliates to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Party Claim subject such claim, (ii) furnish or cause to this Article IX be furnished such documents, records, information and the records of testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each shall case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other with respect Party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Swan Sponsor nor Parent shall (and each of Swan Sponsor and Parent shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third-Party Claim without first using its reasonable best efforts to notify the other Party of the proposed destruction or disposition and giving the other Party the opportunity to take possession of or copy such documents, records or information prior to such defensedestruction or disposition.

Third Party Claim Procedures. In the case (a) The provisions of any claim asserted by this Clause 7.03 do not apply to a third Claim for Tax. (b) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Clause 7.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (excluding a Tax Claim) (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have materially and adversely prejudiced the Indemnifying Party and such Party. (c) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have, to the extent provided under this Section 7, an indemnity obligation for the Damages resulting from such Third Party Claim (without prejudice to the agreement or determination of the damages or other remedies available in relation to such obligation). (d) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Clause 7.03(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Clause 7.03(b) (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (e) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Clause 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim in circumstances where the settlement does not expressly and unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or pursuit 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 (other than any such records or information as may be legally privileged). (g) If the Indemnifying Party does not assume the control of the defense of any Third Party Claim in accordance with the provisions of this Clause 7.03, subject to the Indemnifying Party indemnifying the Indemnified Party with respect to any Damages incurred by the Indemnified Party as a result of any such action requested in accordance with this sub-clause (g), the Indemnified Party shall (and shall procure that the members of the Target Group or Retained Group, as applicable, shall) take all such actions as the Indemnifying Party may reasonably request in writing, to negotiate, dispute or defend any actual or threatened Third Party Claim and not admit liability in relation to, nor settle or compromise, any actual or threatened Third Party Claim without the prior written approval of the Indemnifying Party (such approval not to be unreasonably withheld or delayed); provided that nothing in this Clause 7.03(g), shall oblige an Indemnified Party to take any action which, in the reasonable opinion of the Indemnified Party, such action would be materially prejudicial to the business interests of such Indemnified Party.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement ‎‎Section 7.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or Proceeding by any third party (for the avoidance of doubt, a third party does not include an Affiliate of a party hereto) (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party shall permit Party). The failure to so notify the Indemnifying Party (at and, if applicable, the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party ClaimSubscriber) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual any Third-Party Claim and, subject to the limitations set forth in this ‎‎Section 7.04, shall be entitled to control and appoint lead counsel for such defense reasonably satisfactory to the Indemnified Party, in each case at its sole expense, by providing written notice to the Indemnifying Party and Indemnified Party, which notice shall (i) include an acknowledgement by such Indemnifying Party is materially prejudiced that the Indemnifying Party would have an indemnity obligation for the Damages resulting from such Third-Party Claim pursuant to this ‎‎Article 7 and (ii) include reasonable evidence that the Indemnifying Party has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations hereunder. (c) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim, and shall pay the fees and expenses of counsel (as a result of such failure to be given notice. If Damages hereunder) retained by the Indemnified Party hereunder, if (i) the Indemnifying Party does not promptly assume deliver the defense written notice referred to in ‎Section 7.04(b) within 30 days of such Third receipt of notice of the Third-Party Claim following notice thereofpursuant to ‎Section 7.04(a), (ii) the Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal or regulatory proceeding, action, indictment, allegation or investigation, (iii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates; (iv) the Third-Party Claim relates to Taxes or Tax Returns of the Indemnified Party or its direct or indirect equityholders, (v) the Indemnified Party shall be entitled have one or more legal or equitable defenses available to assume and control such defense and it which are different from or in addition to settle or agree those available to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to Party, and, in the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent reasonable opinion of the Indemnified Party, no counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party; or (vi) in the case of the Subscriber Indemnified Parties, it would reasonably be expected that the Damages arising from such Proceeding will exceed the limits on Parents’ indemnification obligations set forth in this ‎‎Article 7 at such time after taking into account the aggregate amount of all Damages that would reasonably be expected to arise from other then pending claims against Parents or the Company. (d) If the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the provisions of this ‎‎Section 7.04, the Indemnifying Party shall not agree to any such Third settlement, compromise or discharge of a Third-Party Claim, Claim unless the settlement (i) shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each the claimant or the plaintiff to such of a full and unconditional release of the Indemnified Party of an irrevocable release Party, from all liability with respect to the matters that are subject to such Third-Party Claim, (ii) does not contain any admission of wrongdoing or material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates and wrongdoing (iii) involves only monetary Damages for which the Indemnified Party is entitled to indemnification pursuant to this ‎‎Article 7, or otherwise shall have been approved in writing by the Indemnified Party. If the Indemnifying Party does not timely deliver the notice contemplated by ‎Section 7.04(b), or if such notice is given on a timely basis but any of the other conditions in ‎Section 7.04(b) or ‎Section 7.04(c) is or becomes unsatisfied, (A) the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim; provided that, in the case of any such entry of judgment, compromise or settlement, the Indemnifying Party shall have given its prior written consent thereto (which consent shall not be unreasonably withheld, delayed or conditioned by the Indemnifying Party) and (B) the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the provisions of this ‎‎Section 7.04, the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel incurred by the Indemnified Party after such time as the Indemnifying Party assumed control of the defense of such Third-Party Claim in accordance with ‎Section 7.04(a) and ‎‎Section 7.04(c) shall be borne by the Indemnified Party; provided, that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (as Damages hereunder) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third-Party Claim or during any period in which the Indemnifying Party ceases to be eligible to maintain control of the defense of such Third-Party Claim, in either case as provided in‎ ‎‎Section 7.04(c). (f) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in good faith 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, subject in each case to the execution of customary confidentiality and joint defense agreements. (g) Notwithstanding the foregoing, ‎Section 7.04(b) through ‎‎Section 7.04(e) will not govern claims in respect of Taxes of the Company or any Company Subsidiary under ‎‎Section 7.02, which will be subject to ‎Section 7.04(a), ‎‎Section 7.04(f) and this ‎‎Section 7.04(g). If, after the Closing, the Company or any Company Subsidiary receives notice of a Tax claim that could give rise to an indemnification payment under ‎‎Section 7.02, the Company or any applicable Company Subsidiary, as the case may be, will have the right to control the conduct and resolution of any such Tax claim, provided, however, that with respect to any such Tax claim for a material amount of Taxes, the Company or any applicable Company Subsidiary, as the case may be, (i) will keep the Subscriber informed of all material developments and events relating to such Tax claim on a timely basis, (ii) will consult with the Subscriber before taking any significant action with respect to such Third Party Claim. Seller Tax claim and Buyers shall cooperate give the Subscriber an opportunity to participate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other significant meetings or discussions with any Governmental Entities with respect to such defenseTax claim, and (iii) will not resolve any such Tax claim that could potentially affect Tax liabilities of the Subscriber without the Subscriber’s written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. If such notice is being given by a Buyer Indemnified Party, and such notice shall be delivered to the Indemnified Party Sellers’ Representative. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article IX 9 and (ii) furnish the records Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of each the defense of any Third Party Claim and shall be reasonably available pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 9.03(b)(i) within 30 days of receipt of notice of the other with respect Third Party Claim pursuant to such defense.Section 9.03(a),

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 7.01 or Section 7.02, as applicable, (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, and the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party. (d) Each Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. (a) In the event that any Litigation for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to a Buyer Indemnitee or a Seller Indemnitee, as the case may be (an “Indemnified Party”), other than any such Litigation relating to Taxes (which are the subject of Section 5.4), is asserted against or sought to be collected from any claim asserted Indemnified Party by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge shall reasonably promptly, but in no event more than 20 Business Days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party Claim describing in reasonable detail the facts and circumstances with respect to the subject matter of such Third Party Claim, and the Indemnified Party amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall permit not be conclusive of the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense final amount of such Third Party Claim), provided that (a) counsel any other remedy sought thereunder, any relevant time constraints relating thereto, the basis for which indemnification is sought and copies of the Indemnifying Party who shall conduct the defense of relevant documents evidencing such Third Party Claim shall be reasonably satisfactory to the Indemnified Party(a “Claim Notice”); provided, and the Indemnified Party may participate in such defense at such Indemnified Party’s expensehowever, and (b) that the failure of any Indemnified Party timely to give notice as provided herein a Claim Notice shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement with respect to such Third Party Claim except to the extent that such failure results in has a lack of actual notice to prejudicial effect on the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure with respect to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof(except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to provide such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as soon as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all notices, court papers and other relevant documents received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have 20 Business Days (or such lesser number of days set forth in the Claim Notice as may be entitled required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may result in injunctive or other nonmonetary relief against the Indemnified Party or any of its Affiliates, in which case the Indemnifying Party shall not have any rights to defend the Indemnified Party against such Third Party Claim and the Indemnified Party shall assume such defense at the Indemnifying Party’s expense. (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense, with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall so direct and control the defense of any Special Litigation. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to settle employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or agree to pay in full such potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim without the consent of after the Indemnifying Party without prejudice has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of clause (c) of this Section 8.6, or (iii) the Indemnifying Party is not entitled to a legal defense or counterclaim available to the ability Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party to enforce its claim in each jurisdiction for indemnification against which the Indemnified Party reasonably determines counsel is required. The Indemnifying Party hereunder. Except with shall not, without the prior written consent of the Indemnified Party, no Indemnifying Partysettle, in the defense of compromise or offer to settle or compromise any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement Claim on a basis that provides for would result in (A) injunctive or other nonmonetary relief affecting against the Indemnified Party or any of its Affiliates, including the imposition of a consent order, injunction or decree that does not include as an unconditional term thereof would restrict the giving by each claimant future activity or plaintiff to such conduct of the Indemnified Party or any of an irrevocable release its Affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (C) any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, settle, compromise or offer to settle or compromise any Third Party Claim. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third Party Claim pursuant to clause (a) of this Section 8.6 or (iii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 10 Business Days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, at all liability times, but not the obligation to assume its own defense and wrongdoing with respect the Indemnifying Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. Seller . (d) The Indemnified Party and Buyers the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and employees; it being understood that such cooperation shall not affect the indemnifiability hereunder of the costs and expenses of the Indemnified Party relating thereto. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of any significant developments relating to any Third Party Claim subject to this Article IX of which the Indemnifying Party has assumed the defense, including any proposed compromise, settlement or appeal with respect thereto. (e) The Indemnified Party and the records Indemnifying Party shall use their reasonable best efforts to avoid production of each shall confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be reasonably available made so as to the other with respect to such defensepreserve any applicable attorney-client or work-product privileges.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under this Article or such Indemnified Party has actual knowledge other provision of this Agreement. Such notice shall set forth in reasonable detail such Third Party Claim, including the amount thereof (estimated, if necessary, and if then estimable), and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section 12.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates, (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose and (iii) the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) In connection with the defense or prosecution of any Third Party Claim, each party shall (i) cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other with respect party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such defensedestruction or disposition.

Third Party Claim Procedures. In (a) The Sellers shall be entitled to require the case Buyer (in the name of the Acquired Entities if the Sellers so request) or the Acquired Entities at the expense of the Sellers to take all such reasonable steps or proceedings as the Sellers may consider reasonably necessary in order to avoid, dispute, resist, mitigate, compromise, defend or appeal against any relevant third party claim (that is to say any claim asserted by a third party against the Acquired Entities which will or may give rise to a Claim other than a claim under the Taxation Warranties or under Section 8.1(a) (Tax Indemnity), a “Relevant Third Party Claim”) against a party entitled and the Buyer shall act or shall procure that the Acquired Entities shall act in accordance with any such requirements subject to indemnification under this Agreement (an “Indemnified Party”), notice shall be given the Buyer and/or the Acquired Entities being indemnified by the Indemnified Party Sellers to the party required reasonable satisfaction of the Buyer against all reasonable costs and expenses incurred or to provide indemnification (be incurred in connection with the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge taking of such steps or proceedings. (b) For the purpose of enabling the Sellers to avoid, dispute, resist, mitigate, compromise, defend or appeal against any Relevant Third Party ClaimClaim or to decide what steps or proceedings should be taken in order to do so, and the Indemnified Party shall permit Buyer shall: (i) give written notice to the Indemnifying Party (at the expense Sellers within 30 days of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such any Relevant Third Party Claim) Claim or any circumstances giving or likely to assume the defense of such give rise to a Relevant Third Party ClaimClaim coming to its notice, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party Sellers of its indemnification obligation under this Agreement obligations and liabilities with respect to a breach of representation or warranty, except to the extent that such failure results the Sellers prove the amount by which they are harmed thereby; (ii) disclose in a lack of actual notice writing to the Indemnifying Party Sellers all information and such Indemnifying Party is materially prejudiced as a result of such failure documents reasonably requested by the Sellers relating to be given notice. If the Indemnifying Party does not promptly assume the defense of such any Relevant Third Party Claim following and, if requested by the Sellers, on reasonable notice thereofgive the Sellers and their professional advisers reasonable access during normal working hours to the personnel of the Buyer and/or the Acquired Entities as the case may be to enable the Sellers and their professional advisers to interview such personnel; (iii) not make any admission of liability, agreement or compromise with any person, body or authority in relation to the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Relevant Third Party Claim without prior consultation with the consent Sellers; (c) The Sellers shall reimburse to the Buyer or Acquired Entities (as the case may be) all costs, charges and expenses reasonably incurred by any of them in complying with its obligations under Section 9.4. (d) Payment of any claim by a third party shall to the extent of such payment satisfy and preclude any other claim which is capable of being made against the Sellers in respect of the Indemnifying Party without prejudice same subject matter to the ability intent that the Buyer shall not be entitled to recover more than once in respect of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defensesame sum.

Third Party Claim Procedures. In If a Buyer Entity or Seller Entity receives notice of the case assertion of any claim asserted by a third party (a “Third Party Claim”Claim in respect of which such party may have a claim under Section 9.02 or 9.03 hereof, then the following shall apply: (a) The party against a party entitled to indemnification under this Agreement whom any such Third Party Claim is made (an the “Indemnified Party”), shall promptly provide written notice shall be given by the Indemnified (an “Indemnity Notice”) of such Third Party Claim to the other party required to provide indemnification (the “Indemnifying Party”). Such Indemnity Notice shall describe in reasonable detail the nature of the Third Party Claim and the basis for its claim under Section 9.02 or 9.03 hereof; provided that the failure to provide such notice shall not affect a party’s rights under Section 9.02 or 9.03 hereof except to the extent the other party is materially prejudiced by the failure to give such notice. An Indemnity Notice by a party shall not preclude such party from giving subsequent Indemnity Notices with respect to other claims, whether arising before or after the claims for which prior notice is given. (b) Upon receipt of an Indemnity Notice, the Indemnifying Party shall have the right to promptly after such Indemnified Party has actual knowledge assume, at its sole cost and expense, the defense or settlement of such Third Party ClaimClaim with counsel reasonably acceptable to the Indemnified Party, provided that the Indemnifying Party has irrevocably agreed in writing to indemnify and hold harmless the Indemnified Party shall permit the Indemnifying Party (at the expense in respect of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to all Damages arising or resulting from such Third Party Claim. The Indemnifying Party shall give prompt written notice to the Indemnified Party of its intent to enter into such agreement and assume the defense of any such Third Party Claim and shall conduct the defense and/or settlement of such Third Party Claim diligently and in good faith. (c) Notwithstanding Section 9.04(b) hereof, if (i) an Indemnified Party is obligated to permit an insurer or other Third Party having liability therefore to assume the defense of a Third Party Claim; or (ii) an Indemnified Party determines in good faith that there is a reasonable possibility that a Third Party Claim may materially and adversely affect it or its assets or business other than as a result of the payment of monetary damages; or (iii) the Indemnifying Party and Indemnified Party are both named parties in a Third Party Claim and there are legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party; or (iv) if the Indemnifying Party fails, after reasonable notice from the Indemnified Party, to diligently and in good faith defend such Third Party Claim; or (v) after being requested to do so by the Indemnified Party, the Indemnifying Party fails to provide the Indemnified Party with reasonable assurance of its financial ability to satisfy its defense and indemnification obligations hereunder, then, at the option of the Indemnified Party, the Indemnifying Party shall not have the right to assume the defense of such Third Party ClaimClaim and the Indemnified Party may, provided that by notice to the Indemnifying Party, reassume the defense of any such Third Party Claim previously assumed by the Indemnifying Party. No retention or re-assumption of any such defense by the Indemnified Party shall prejudice any rights of the Indemnified Party under Section 9.02 or 9.03 hereof. (ad) counsel for If the Indemnifying Party who shall conduct does not give notice and assumes the defense of such Third Party Claim shall be reasonably satisfactory in accordance with Section 9.04(b) hereof or is not entitled to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume or retain the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled have full and exclusive authority to assume and control such defense and to defend and/or settle or agree to pay in full any such Third Party Claim without for the consent account of and at the sole risk, cost and expense of the Indemnifying Party. If the Indemnified Party without prejudice undertakes the defense and/or settlement of any such Third Party Claim it shall do so diligently and in good faith and the Indemnifying Party shall from time to time upon the ability request of the Indemnified Party reimburse the Indemnified Party for the costs incurred by the Indemnified Party in defending and/or settling such Third Party Claim. The Indemnifying Party shall be bound by settlement entered into by the Indemnified Party to enforce its claim for indemnification against the extent that such settlement is commercially reasonable measured in the context of the matter settled and by any judgment resulting from such Third Party Claim. If the Indemnifying Party hereunder. Except with had the prior written right to assume the defense and settlement of such Third Party Claim and did not do so then, in any dispute between the Indemnifying Party and Indemnified Party regarding the defense or settlement of such Third Party Claim, the Indemnifying Party shall have the burden to prove that the Indemnified Party did not defend such Third Party Claim diligently and in good faith and/or settle such claim in a commercially reasonable manner. (e) The Parties agree that the Indemnified Party may join the Indemnifying Party in any legal proceeding brought by the third party asserting such Third Party Claim as to which any right under Section 9.02 or 9.03 hereof would or might apply, for the purpose of enforcing any such right. (f) The Indemnifying Party shall not admit any liability, settle, compromise, pay or discharge, without the consent of the Indemnified Party, any Third Party Claim being defended by it unless with respect to any settlement (i) the Indemnified Party is not obligated to perform or to refrain from performing any act under such settlement and there is no Indemnifying encumbrance on any assets of the Indemnified Party; (ii) there is no finding or admission of any violation of any Legal Requirement, violation of the rights of any Person by the Indemnified Party or any other liability of the Indemnified Party to any Person; and (iii) the Indemnified Party receives, as a part of such settlement, a complete release, in form and substance reasonably satisfactory to Indemnified Party. (g) The party controlling the defense of a Third Party Claim shall keep the other party reasonably informed at all stages of the defense and/or settlement of such Third Party Claim. The party not controlling the defense of any such Third Party Claim shall have the right, at its sole cost and expense, to participate in, but not control, the defense of any such Third Party Claim, . Each party shall consent to entry reasonably cooperate with the other in the defense and/or settlement of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller , including, without limitation, by furnishing such records, information and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX testimony and the records of each shall attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably available to requested in connection therewith, but the other with respect to such defenseIndemnifying Party will reimburse the Indemnified Party for any fees or expenses incurred by it in so cooperating or acting at the request of the Indemnifying Party.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Indemnified Party Claim”) against a party entitled to seeking indemnification under this Agreement (an “Indemnified Party”), ‎Section 7.02 agrees to give reasonably prompt notice shall be given by the Indemnified Party in writing to the party required to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under ‎Section 7.02. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this ‎Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must xxvii) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and such xxviii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if xxix) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to ‎Section 7.03(a), xxx) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, xxxi) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, xxxii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or xxxiii) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of ‎Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with ‎Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if xxxiv) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, xxxv) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or xxxvi) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each Party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under Section 6.2 or Section 6.3 of this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge written notice of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) shall be entitled to assume the defense of such Third Party Claim, Claim by delivering a written notice of its election to assume the defense of such Third Party Claim to the Indemnified Party provided that that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofthereof in the circumstances referred to above, the Indemnified Party shall be entitled to assume (or continue to conduct) and control such defense and and, subject to prior notification to the Indemnifying Party, to settle or agree to pay in full such Third Party Claim without subject to the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed for longer than five Business Days, after which, if the Indemnifying Party has not yet responded to such request for consent, the Indemnifying Party shall be deemed to have given its consent to such settlement) without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified PartyParty (except where such consent is unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement in respect of the Third Party Claim, and in no circumstances shall the Indemnifying Party, in the defense of any such Third Party Claim, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing Liability with respect to such Third Party Claim. Seller If the Indemnified Party determines in good faith that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability or the ability of the Canopius Group Company to conduct its business, or that the Indemnified Party may have 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 respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and Buyers control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the reasonable cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, Parent and Investor shall cooperate in the defense of any Third Party Claim subject to this Article IX VI and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “"Third Party Claim”") against a party entitled to indemnification under this Agreement (an “"Indemnified Party”"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s 's expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving giving, by each claimant or plaintiff to such Indemnified Party Party, of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party's (or its direct or indirect owners') Tax liability or the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have 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 respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, Seller and Buyers Buyer shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In (a) All claims for indemnification pursuant to this ‎Article 8 shall be made in accordance with the case of any procedures set forth in this ‎Article 8. A Person entitled to assert a claim asserted by a third party for indemnification (a “Third Party Claim”) against a party entitled pursuant to indemnification under this Agreement ‎Article 8 (an “Indemnified Party”) shall give the Indemnifying Party written notice of any such Claim (a “Claim Notice”), which notice shall include a description in reasonable detail of (i) the basis for, and nature of, such Claim, including the facts constituting the basis for such Claim, and (ii) the estimated amount of the Losses that have been or may be sustained by the Indemnified Party in connection with such Claim. Any Claim Notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”, (A) promptly after in the case of a Claim in connection with any Legal Proceeding made or brought by any Person (other than the Purchaser or the Seller in connection with this Agreement) against such Indemnified Party has actual knowledge (a “Third-Party Claim”), promptly, but in any event not later than ten (10) Business Days, following receipt of notice of the assertion or commencement of such Third Party ClaimLegal Proceeding, and (B) in the case of a Claim other than a Third-Party Claim (a “Direct Claim”), promptly, but in any event not later than ten (10) Business Days, after the Indemnified Party shall permit becomes aware of the Indemnifying Party (at facts constituting the expense of basis for such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Direct Claim) to assume the defense of such Third Party Claim; provided, provided however, that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the no failure of any Indemnified Party to give such prompt written notice as provided herein shall not relieve the Indemnifying Party of any of its indemnification obligation under this Agreement obligations hereunder except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and is prejudiced by such failure The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the and Indemnified Party shall be entitled will cooperate in good faith to assume and control resolve any Direct Claim for a period of thirty (30) Business Days before commencing any Legal Proceeding in connection with such defense and to settle or agree to pay Claim. For the purposes of this Agreement, “Indemnifying Party” means the Purchaser (in full such Third Party Claim without the consent case of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its a claim for indemnification against by the Indemnifying Party hereunder. Except with Sellers) or the prior written consent of the Indemnified Party, no Indemnifying Party, Sellers (in the defense case of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides a claim for injunctive or other nonmonetary relief affecting indemnification by the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defensePurchaser).

Third Party Claim Procedures. In Subject to the case provisions set forth below, the Indemnifying Party shall have the right, at its own expense, to participate in the defense of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and if said right is exercised, the parties shall cooperate in the investigation and defense of said Third Party Claim. The following provisions shall apply to any Third Party Claim: (a) The Indemnified Party shall permit will give the Indemnifying Party (at the expense prompt written notice of any Third Party Claim; provided, however, that a delay in giving such Indemnifying Party and so long as notice shall relieve the Indemnifying Party acknowledges in writing its obligation only to indemnify the Indemnified extent the Indemnifying Party for Losses related suffers irreparable prejudice from or as a result of such a delay. The Indemnifying Party shall have the right to such Third undertake the defense thereof by representatives chosen by it. If the Indemnifying Party Claim) to assume undertakes the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct use its commercially reasonable efforts to defend any such Third Party Claim actively and in good faith to its conclusion, and the Indemnified Party shall not settle or agree to an adjudication of such Third Party Claim. The Indemnified Party shall make fully available to the Indemnifying Party and its representatives on a timely basis (subject to the Indemnifying Party executing a reasonable confidentiality agreement) all records and other materials required or requested by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in all other respects give full and prompt cooperation and assistance in such defense. (b) If the Indemnifying Party elects to defend a Third Party Claim in accordance with Section 5.3(a), the Indemnified Party shall have the right to participate, at its own expense and with its own counsel, in the defense of such Third Party Claim shall be Claim, and to the extent reasonably satisfactory to requested by the Indemnified Party, and the Indemnifying Party shall consult with the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party from time to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except time on all material matters relating to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, Claim. The Indemnifying Party shall promptly provide the Indemnified Party with copies of all pleadings and material correspondence relating to such Third Party Claim. (c) Notwithstanding the foregoing, the Indemnifying Party shall not (i) be entitled to assume control the defense of a Third Party Claim (A) if the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) if the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party and control no monetary damages are sought in connection with such defense and Third Party Claim, or (C) if the Indemnified Party has been advised by counsel that a conflict of interest exists between the parties (other than Third Party Claims relating to Taxes), (ii) be entitled to settle or agree to pay in full such any Third Party Claim without the consent of the Indemnifying Indemnified Party without prejudice to the ability of if such settlement imposes any restriction or Liability on the Indemnified Party to enforce its claim other than the payment of money, for indemnification against which the Indemnifying Party hereunder. Except will be responsible and will pay in full on the date of settlement, and for which the Indemnified Party shall have no Liability, and (iii) with respect to Third Party Claims with respect to Taxes for which Sellers are the Indemnifying Party, Buyer shall not enter into any settlement of, or otherwise compromise, any such Third Party Claim that would adversely affect Sellers without the prior written consent of the Indemnified PartySellers, no Indemnifying Partywhich consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding any other provision hereof, in the defense event of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the a claim by a Buyer Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff it is entitled to such Indemnified Party of an irrevocable release indemnification from all liability and wrongdoing Sellers, including with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any a Third Party Claim subject or pursuant to this Article IX Section 5.1(a) or (b), all elections and the records of each shall other decisions to be reasonably available to the other made by Sellers with respect to such defensea Third Party Claim shall be made by Sellers’ Representative.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 5.1 (an the “Indemnified Party”), ) agrees to give reasonably prompt notice shall be given by the Indemnified Party in writing to the party required to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under Section 5.1. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 5.2, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 5.2(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 5.2(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 5.2(b), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 5.2(b), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. (a) In the case of event that any written claim or demand for which an indemnifying party under this ARTICLE VIII (an “Indemnifying Party”) may have liability to any Indemnified Person hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Person shall promptly, but in no event more than ten (10) Business Days following such Indemnified Person’s receipt of a Third Party has actual knowledge Claim, notify the Indemnifying Party in writing of such Third Party Claim, and the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party shall permit Person hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related with respect to such Third Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to defend the Indemnified Person against such Third Party Claim; it being understood that the Indemnifying Party shall only be permitted to assume the defense of a Third Party Claim if such Third Party Claim (i) is not a criminal or quasi-criminal action and (ii) does not seek material injunctive or other equitable relief against the Indemnified Person. The Indemnifying Party shall not be obligated to, nor shall the Indemnifying Party be deemed to, acknowledge or admit that it has an indemnity obligation with respect to a Third Party Claim as a condition to, or by virtue of, electing to assume the defense of such Third Party Claim, provided . (b) In the event that (a) counsel for the Indemnifying Party who notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third Party Claim in accordance with Section 8.4(a), the Indemnifying Party shall conduct have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnifying Party shall consider in good faith all reasonable comments related to the conduct and defense such Third Party Claim shall be reasonably satisfactory to as provided by the Indemnified Party, and the Person. The Indemnified Party may Person shall participate in any such defense at such Indemnified Party’s expense, and its expense unless (bi) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) the Indemnified Person assumes the defense of a Third Party is materially prejudiced as a result of such failure to be given notice. If Claim after the Indemnifying Party does not promptly assume the defense of such has failed to diligently pursue a Third Party Claim following notice thereofit has assumed, as provided in the Indemnified first sentence of Section 8.4(c). The Indemnifying Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim not, without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified PartyPerson, no Indemnifying Partysettle, in compromise or offer to settle or compromise any portion of a Third Party Claim unless the defense terms of such settlement (A) do not restrict the future activity or conduct of the Indemnified Person or any of its Affiliates, (B) do not include or require a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Person or any of its Affiliates, (C) do not include or require a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Person or any of its Affiliates, (D) do not result in any monetary liability of the Indemnified Person that will not be promptly paid or reimbursed by the Indemnifying Party and (E) provide for a complete and unconditional release of the claims that are the subject of such Third Party Claim in favor of the Indemnified Person with prejudice. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Person against a Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party or Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) Business Days after receiving written notice from the Indemnified Person to the effect that does the Indemnifying Party has so failed, the Indemnified Person shall have the right but not include as an unconditional term thereof the giving obligation to assume its own defense; it being understood that the Indemnified Person’s right to indemnification for a Third Party Claim shall not be adversely affected by each claimant or plaintiff to such Indemnified Party assuming the defense of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller The Indemnified Person shall not settle a Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (d) The Indemnified Person and Buyers the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and employees; it being understood that the reasonable out-of-pocket costs and expenses of the Indemnified Person relating thereto shall be Losses. (e) The Indemnified Person and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim subject to this Article IX and the records of each shall be reasonably available made so as to the other with respect to such defensepreserve any applicable attorney-client or work-product privileges.

Third Party Claim Procedures. In (i) Purchaser shall cause the case Purchaser Indemnified Party seeking indemnification under this Section 8.02 to give reasonably prompt written notice to the Equityholders’ Representative (on behalf of the Indemnifying Parties) of the assertion of any claim asserted or the commencement of any Litigation by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect for which indemnity may be sought under this Agreement Section 8.02, which notice shall describe (an “to the extent reasonably known by the Purchaser Indemnified Party”), notice shall be given by ) the Indemnified Party to facts constituting the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of basis for such Third Party Claim, Claim and the amount of the claimed Losses. The Purchaser Indemnified Party Parties shall permit also promptly furnish the Equityholders’ Representative (on behalf of the Indemnifying Parties) with such information as such Persons may have or receive with respect to any Third Party Claim (at 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 expense same). The failure to so notify the Equityholders’ Representative (on behalf of the Indemnifying Parties) shall not relieve the Indemnifying Parties of their obligations hereunder, except to the extent such failure shall have prejudiced any such Indemnifying Party and so long as Party. (ii) Notwithstanding anything to the contrary contained herein, following the Closing, the Equityholders’ Representative (on behalf of the Indemnifying Party acknowledges in writing its obligation Parties) shall have the right to indemnify control, prosecute and defend against any such Indemnified Matter on behalf of the Purchaser Indemnified Party for Parties, including any settlement of any such Indemnified Matter, if (A) the Indemnifying Parties shall agree to bear all Losses related to associated with or arising from such Third Party ClaimClaim (subject to the limitations set forth in this Agreement), (B) to assume such Third Party Claim does not involve a criminal Litigation and (C) there is no conflict of interest between the Purchaser Indemnified Parties and the Equityholders’ Representative in the conduct of the defense of such Third Party Claim. Notwithstanding the foregoing, provided that (a) counsel for in the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure case of any Indemnified settlement of a Thirty Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement Claim, except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of Purchaser (not to be unreasonably withheld, delayed or conditioned), the Indemnified Party, no Indemnifying Party, in the defense of Equityholders’ Representative shall not enter into any such Third Party Claim, shall settlement or consent to entry of any judgment unless (x) the settlement or enter into consent payments will be entirely funded by the Indemnifying Parties, (y) none of Purchaser, any member of the Company Group or any of their respective Affiliates is required to make an admission of guilt or unlawful conduct, and (z) the settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable consent includes a customary written release from the Person or Persons asserting such Third Party Claim to all liability and wrongdoing Purchaser Indemnified Parties with respect to such Third Party Claim. Seller If the Equityholders’ Representative (on behalf of the Indemnifying Parties) has asserted its right to control, prosecute and Buyers defend against any Third Party Claim in accordance with this Section 8.02(b), then the Purchaser Indemnified Parties shall cooperate not be entitled to assume or control the prosecution, defense or settlement of such Third Party Claim; provided that the Purchaser Indemnified Parties shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of their choice for such purposes; provided, further, that the cost of such counsel shall be at the Purchaser Indemnified Parties’ sole cost and expense. Following the Closing, subject to Section 6.04, Purchaser shall, and shall cause the Company Group to, reasonably promptly provide the Indemnifying Parties reasonable access, during normal business hours and in a manner that does not unreasonably interfere with the business of Purchaser and the Company Group, to the books, records, personnel and other information of the Company Group that the Indemnifying Parties reasonably require in relation to the defense of any Third Party Claim subject to this Article IX Claims, and Purchaser shall, and shall cause the records of each shall be Company Group and its and their respective representatives to, reasonably available to cooperate with the other Indemnifying Parties in connection with respect to such defense. (iii) If the Equityholders’ Representative (on behalf of the Indemnifying Parties) does not or is not able to control, prosecute or defend against any such Indemnified Matter on behalf the Indemnifying Parties, the Purchaser Indemnified Parties shall use commercially reasonable efforts to control, prosecute and defend against such Indemnified Matter, provided, that the Indemnifying Parties shall not enter into any settlement or consent to entry of any judgment without the written consent of the Equityholders’ Representative (on behalf of the Purchaser Indemnifying Parties), which consent shall not be unreasonably withheld conditioned or delayed and (A) the Equityholders’ Representative (on behalf of the Indemnifying Parties), shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposes; provided, that the cost of such counsel shall be at the Indemnifying Parties’ sole cost and expense, and (B) the Indemnified Party(ies) controlling such Indemnified Matter will reasonably advise the Equityholders’ Representative of the status of such Indemnified Matter and the defense thereof. Notwithstanding the forgoing, nothing herein shall prevent or prohibit Purchaser or the Company Group from taking any of the actions listed on Schedule 8.02(b)(iii) in connection with the Indemnified Matters.

Third Party Claim Procedures. In the case The obligations and liabilities of any claim asserted by a party under this Section 6.3.2 with respect to Losses arising from claims, assertions, events or proceedings of any third party (a “including, without limitation, claims by any assignee or successor of the Indemnified Party or any governmental agency), which are subject to the indemnification provided for in this Article 6 ("Third Party Claims") shall be governed by and be subject to the following additional terms and conditions: If the Indemnified Party shall receive written notice of any Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to shall give the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Parties prompt written notice of such Third Party Claim, Claim (subject to the proviso in Section 6.3.1 above) and the Indemnified Party shall permit the Indemnifying Party (at the expense any of such Indemnifying Parties, at its option, to participate in the defense of such Third Party Claim by counsel of its own choosing and so long as at its expense. If any of the Indemnifying Party Parties acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claimhereunder against any Loss (without limitation) to assume the defense of that may result from such Third Party Claim, provided that (a) counsel for the then such Indemnifying Party who shall conduct be entitled, at its option, to assume and control the defense of against such Third Party Claim shall be reasonably satisfactory at its expense and through counsel of its choice if it gives prompt written notice of its intention to do so to the Indemnified Party unless, in the reasonable opinion of counsel for the Indemnified Party, and there is a conflict or a potential conflict of interest between the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of in such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofaction, suit or proceeding, in which event the Indemnified Party shall be entitled to assume and control direct the defense with respect to, but only with respect to, those issues as to which such conflict exists. In the event any of the Indemnifying Parties exercises its right to undertake the defense and to settle or agree to pay in full against any such Third Party Claim as provided above, the Indemnified Party shall, and it shall cause its affiliates to, cooperate with such Indemnifying Party in such defense and make available to such Indemnifying Party all pertinent records, materials and information in their possession or under their control relating thereto as is required by such Indemnifying Party. No Third Party Claim, except the settlement thereof which involves the payment of money only for which the Indemnified Party is totally indemnified (without the consent limitation) by any of the Indemnifying Party without prejudice to Parties and the ability unconditional release from all related liability of the Indemnified Party to enforce its claim for indemnification against Party, may be settled by any of the Indemnifying Party hereunder. Except with Parties without the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense . Any settlement of any such a Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting Claim by the Indemnified Party or that does not include as an unconditional term thereof without the giving by each claimant or plaintiff to written consent of any of the Indemnifying Parties shall discharge such Indemnified Party of an irrevocable release Indemnifying Parties from all liability and wrongdoing hereunder with respect to the subject matter of such Third Party Claim. Seller and Buyers shall cooperate in With written notice to the defense of any Third Party Claim subject to this Article IX and the records of each Indemnified Party, an Indemnifying Person shall be reasonably available entitled, at its own cost and expense, to rectify any breach of a representation or warranty within a reasonable period of time and to the other with respect to such defensereasonable satisfaction of the Indemnified Party.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the The Indemnified Party agrees to give prompt notice in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Indemnified Party has actual knowledge of Section (a “Claim Notice”). The Claim Notice shall set forth in reasonable detail such Third Party Claim, the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified Party and which amount shall permit not be conclusive of the final amount of the Third Party Claim). The failure to so notify the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party or the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim. (b) The Indemnifying Party shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim; it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall acknowledge, based on the facts and circumstances then available and known and the matters alleged, that it has an indemnity obligation under this Agreement with respect to such Third Party Claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel of its own choice at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party’s participation in any such defense shall be at its expense except to the extent that such failure results in a lack of actual notice to (i) the Indemnifying Party and such the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflict of interest, or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party is materially prejudiced has failed to diligently pursue a Third Party Claim it has assumed, as a result provided in the first sentence of such failure to be given notice. Section 7.03(e). (d) If the Indemnifying Party does not promptly shall assume the control of the defense of such any Third Party Claim following notice thereofin accordance with the provisions of this Section 7.03, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party shall not, without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction, equitable relief or decree that would restrict or adversely affect the future activity or conduct of the Indemnified Party, no any of its Affiliates or the Business, (ii) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party, any of its Affiliates or the Venture, (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party, any of its Affiliates or the Venture, or (iv) any monetary liability of the Indemnified Party or Venture that will not be promptly paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that, subject to the other provisions of this Article 7, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX 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; it being understood that the costs and expenses of the Indemnified Party relating thereto shall be Damages to the extent provided in Section 7.02. (g) The Indemnified Party and the records Indemnifying Party shall use reasonable best efforts to avoid production of each shall confidential information (consistent with Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be reasonably available made so as to the other with respect to such defensepreserve any applicable attorney-client or work-product privileges.

Third Party Claim Procedures. In the case of (a) If any Indemnified Party shall claim indemnification hereunder arising from any claim asserted by or demand of a third party (a “Third Third-Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), the Indemnified Party shall promptly after it receives written notification of such Third-Party Claim, give written notice shall be given (a “Third-Party Notice”) to the applicable Indemnifying Party setting forth the basis for such Third-Party Claim and the nature and estimated amount of such Third-Party Claim (to the extent then known by the Indemnified Party) in reasonable detail, together with a copy of the written notification of such Third-Party Claim. 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 party required to provide indemnification (extent of any damage or liability caused by or arising out of such delay or failure. Within 30 days after receiving such Third-Party Notice, the “Indemnifying Party”, upon notice to the Indemnified Party, may, at its own cost and through counsel of its own choosing, defend any claim or demand set forth in a Third-Party Notice; provided that (i) promptly after the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party has actual knowledge that any damages, fines, costs or other liabilities that may be assessed against the Indemnifying Party in connection with such Third-Party Claim constitute Losses for which the Indemnifying Party shall be indemnified pursuant to this Article XII and (B) the damages sought in such Third-Party Claim, taken together with the estimated costs of defense thereof and the amount claimed by the Indemnified Parties with respect to any unresolved claims for indemnification then pending, is not greater than the then remaining obligation of the Indemnifying Party hereunder (taking into account the limitations on liability described in Section 12.3) and (ii) the Indemnifying Party may not assume control of the defense of any Third-Party Claim involving Taxes (other than Seller Taxes), criminal liability or in which equitable relief is sought against the Indemnified Party, or if an adverse resolution of the Third-Party Claim would, in the reasonable determination of the Indemnified Party, have a material adverse effect on the business, operations or future conduct of 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 Claim, 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 reasonably apprised of the status of such Third-Party Claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling Party with respect thereto. Each of the Indemnified Party and the Indemnifying Party shall, promptly upon the other’s reasonable request therefor, furnish such information as it may have with respect to such Third-Party Claim (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), make documents available for inspection and copying, make employees available for interviews, depositions and trial, and otherwise cooperate with and assist the controlling Party in the defense of such Third-Party Claim, all of the foregoing subject to the receipt of reasonable prior notice and the reimbursement of the reasonable out of pocket expenses of the Indemnified Party by the Indemnifying Party. The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third-Party Claim shall be considered Losses for purposes of this Agreement if and to the extent (i) the Indemnified Party controls the defense of such Third-Party Claim pursuant to the terms of this Section 12.8(a) or (ii) the Indemnifying Party assumes control of such defense and, in the reasonable view of outside counsel to the Indemnifying Party, there exists a conflict between the interests of the Indemnified Party and the Indemnifying Party or different defenses with respect to such Third-Party Claim are available to the Indemnified Party which are not available to the Indemnifying Party, provided that the Indemnifying Party shall not be liable for the costs and expenses of more than one counsel for all Indemnified Parties in each jurisdiction to which such Third Party Claim relates. Neither the Seller Parties nor the Agent shall agree to any settlement of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of Buyer Parties, which shall not be unreasonably withheld, conditioned or delayed; provided that the consent of Buyer Parties shall not be required if the Agent, on behalf of all of the Seller Parties, agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of Buyer Parties from further liability, involves only the payment of money damages or amounts in settlement and has no other adverse effect on Buyer Parties. Buyer Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, the Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against the third party making such Third-Party Claim, and the Indemnified Party shall permit will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party. (at b) The Parties acknowledge and agree that (i) the expense Xxxx Lawsuit constitutes a Third-Party Claim and (ii) a Claim for indemnification under Section 12.1(b)(iv) with respect to the Xxxx Lawsuit shall be deemed to have been made by the Buyer Parties as of such Indemnifying Party the Effective Time for all purposes under this Article XII. The Parties further acknowledge and so long as agree that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to Holders shall assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory Xxxx Lawsuit pursuant to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure provisions of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defenseSection 12.8(a).

Third Party Claim Procedures. In (a) Promptly after the case receipt by any Buyer Indemnified Party (the “Indemnified Party”) of notice of the commencement of any claim asserted by Action involving a third party (such Action, a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the such Indemnified Party shall, if a claim with respect thereto is to the party required be made against Seller pursuant to provide indemnification this Article VII (the “Indemnifying Party”) promptly after ), give such Indemnified Indemnifying Party has actual knowledge written notice of such Third Party Claim, and Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided that the failure of the Indemnified Party to provide such notice shall permit not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (at the expense of such b) The Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) shall be entitled to assume the defense of such any Third Party Claim, at the Indemnifying Party’s sole expense, provided that (a) counsel for the Indemnifying Party who shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Action, seeks any injunctive or equitable relief or regulatory sanction against any Indemnified Party, (ii) a significant portion of the Third Party Claim also relates to matters not subject to indemnification pursuant to this Article VII or (iii) the Indemnifying Party fails to conduct the defense of such Third Party Claim in good faith. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall be reasonably satisfactory not settle the Third Party Claim unless (A) (1) the settlement does not entail any admission of liability on the part of any Indemnified Party, (2) the settlement includes an unconditional release of each Buyer Indemnified Party, as applicable, from all Losses with respect to such Third Party Claim and (3) such settlement provides for no remedy other than monetary payments entirely indemnified by the Indemnifying Party or (B) such settlement is consented to in writing by the Indemnified Party, such consent not to be unreasonably withheld or delayed, and (ii) the Indemnified Party may shall have the right (but not the obligation) to participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofand to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; except that the fees, costs and expenses of such counsel shall be at the expense of the Indemnifying Party if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded, based upon advice of outside counsel, that representation of both parties by the same counsel would be inappropriate due to differing interests between them. (d) In the event that the Indemnifying Party does not elect to assume the defense of a Third Party Claim, the Indemnified Party shall be entitled to assume and control such defense and to not settle or agree to pay in full such Third Party Claim without the consent of if the Indemnifying Party without prejudice shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to the ability of the Indemnified Party to enforce its claim for indemnification against in writing by the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Partysuch consent not to be unreasonably withheld or delayed. (e) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense prosecution of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defenseClaim.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement ‎‎Section 11.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any Action by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Indemnified Party has actual knowledge Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party ClaimClaim and the basis for indemnification in respect thereof, and including the specific Section or Sections hereof that the Indemnified Party shall permit claims to have been breached (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure of the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) to so notify the failure of any Indemnified Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure shall be entitled to be given notice. If the Indemnifying Party does not promptly assume participate in the defense of such Third any Third-Party Claim following and, subject to the limitations set forth in this ‎‎Section 11.03, shall be entitled to control and appoint lead counsel of its choice for such defense (so long as such counsel is reasonably acceptable to the Indemnified Party), in each case at its own expense, if it gives notice thereofof its intention to do so to the Indemnified Party within 30 days after receipt of such notice from the Indemnified Party; provided that, if (i) in the case of a Third-Party Claim against a Parent Indemnified Party, the amount of such Third-Party Claim is reasonably expected to exceed the amount then remaining in the Indemnity Escrow Account, after taking into account all claims then pending, or (ii) such Third-Party Claim relates to or arises out of any criminal enforcement action against the Indemnified Party or seeks as a remedy equitable or injunctive relief against the Indemnified Party, which, if granted, would reasonably be expected to have a material and adverse effect on the Indemnified Party, then, in either of the above circumstances in these clauses (i) and (ii), the Indemnified Party shall be entitled to assume control the defense of the Third-Party Claim and control appoint lead counsel of its choice for such defense and (so long as such counsel is reasonably acceptable to settle or agree the Indemnifying Party), in each case at the Indemnifying Party’s expense, if it gives notice of its intention to pay in full such Third Party Claim without the consent of do so to the Indemnifying Party without prejudice within 30 days after the Indemnifying Party’s notice to the ability of the Indemnified Party that either of the above circumstances exists with respect to enforce its claim for indemnification against the Third-Party Claim. (c) If the Indemnifying Party hereunder. Except shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this ‎Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any compromise or settlement of such Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive or other equitable relief on the Indemnified Party or any of its Affiliates that in any way limits the operation of the business of such Persons, (C) in the case of a Third-Party Claim against a Parent Indemnified Party, no Indemnifying Party, would not be satisfied in full from the then remaining funds in the Indemnity Escrow Account or (D) if such compromise or settlement could cause any Parent Indemnified Person to lose coverage under the R&W Insurance Policy and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third-Party Claim and to employ separate counsel of its choice and at its own expense. The Indemnified Party shall not settle any Third-Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned) to the extent the Indemnifying Party would be liable for indemnification for such Third claim hereunder. (d) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim, and shall consent furnish or cause to entry of any judgment be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does appeals, as may be reasonably requested in connection therewith. (e) This ‎Section 11.03 shall not include as an unconditional term thereof the giving by each claimant or plaintiff apply to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each Tax Claims, which shall be reasonably available to the other with respect to such defensesolely governed by ‎Section 9.04.

Third Party Claim Procedures. In the case (a) Upon receipt of any claim asserted notice of an Action by a third party that may give rise to an Indemnification Claim by a Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action (to the extent practicable), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(a) prior to the applicable Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of any Action subject to any Indemnification Claim relating to a third party claim (a “Third Party Claim”) against a party (except for any Tax Contest Claim, which, notwithstanding anything to the contrary in this Section 11.3, shall be exclusively governed by Section 8.4(d)) with counsel of the Indemnitor’s choice; provided, that the Indemnitor shall not be entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given assume control of such defense and the reasonable and documented fees and expenses of counsel retained by the Indemnified Party in connection with such defense shall constitute Damages hereunder (i) if the claim for indemnification relates to or arises in connection with any criminal Action, indictment or allegation; (ii) with respect to the party required defense of the Known Litigation Matters (provided, that Purchaser agrees that the outside legal counsel currently representing the Company with respect to provide indemnification the Known Litigation Matters will not be removed or replaced without the prior written consent of Seller (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or any Third Party Claim involving the “Indemnifying Known Potential Litigation; (iii) if the claim seeks an injunction or equitable relief against the Indemnified Party”; (iv) promptly after if, for the avoidance of doubt, the Third Party Claim involves the Known Environmental Conditions in which case Purchaser shall have sole control and management authority over the resolution of such claim, subject to Purchaser complying with the conditions set forth in Section 11.4(b); (v) if upon petition by the Indemnified Party, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; or (vi) if the Indemnified Party has shall have reasonably concluded (in the opinion of counsel) that there is an actual knowledge conflict of interest between the Indemnified Party and the Indemnitor in the conduct of such defense. In the event the Indemnitor elects to conduct the defense of a Third Party Claim pursuant to this Section 11.3, the Indemnitor may settle or compromise any such Third Party Claim, and the each Indemnified Party shall permit cooperate in all respects with the Indemnifying Party (at the expense conduct of such Indemnifying Party and so long as defense by the Indemnifying Party acknowledges Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in writing its obligation to indemnify connection with the Indemnified Party for Losses related to such Third Party Claim) to assume and/or the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense settlement of such Third Party Claim shall be reasonably satisfactory by the Indemnitor; provided, however, that the Indemnitor will not agree to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for or compromise with respect to such Third Party Claim without the Indemnified Party’s prior written approval (which approval shall not be unreasonably conditioned, withheld, delayed or denied), unless the terms of such settlement (i) do not involve injunctive or other nonmonetary equitable relief affecting shall be imposed against the Indemnified Party, (ii) provide for a complete and unconditional release of the claims that are the subject of such Third Party Claim in favor of the Indemnified Party without any liabilities or that obligations (including continuing liabilities or obligations) with respect to such claims, without prejudice. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not include as an unconditional term thereof thereafter promptly assume such defense or is not permitted to assume such defense pursuant to the giving by each claimant or plaintiff to such terms of this Section 11.3(b), then the Indemnified Party may conduct the defense of an irrevocable release from all liability and wrongdoing such Third Party Claim; provided, however, that, (x) until the later of the applicable Survival Expiration Date or the date upon which the Indemnitor has no further potential indemnification obligations with respect to such Third Party Claim. , the Indemnified Party will keep the Indemnitor reasonably informed of any material developments and, on a reasonably regular basis, the status of any such Third Party Claim, and (y) the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim (other than with respect to the adoption or implementation of the existing “pilot” remediation plan arising from the Known Environmental Conditions with respect to which Seller and Buyers shall cooperate have no consent rights) without the prior written consent of the Indemnitor (which consent shall not be unreasonably conditioned, withheld, delayed or denied). (c) In circumstances where the Indemnitor is controlling the defense of a Third Party Claim in accordance with Section 11.3(b), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim subject such claim and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and the records expenses of each such separate counsel shall be reasonably available to borne by the other Indemnified Party. To the extent there is a conflict between this Section 11.3 and Section 8.4(d), the provisions of Section 8.4(d) shall control with respect to any Tax matter. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such defenseIndemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates (including Indemnification Claims made pursuant to Section 11.4). All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

Third Party Claim Procedures. In A party claiming indemnification under this Article IX (an "Indemnitee" shall, with reasonable promptness (i) notify the case party or parties from which indemnification is sought (an "Indemnitor") of any claim or demand asserted against the Indemnitee by a third party with respect to any matter as to which the indemnities set forth in this Article IX do or could apply (a “an "Environmental Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”"), . Such notice shall be given include the details of the Environmental Third Party Claim, including copies of all pleadings and the pertinent documents. Within twenty (20) days of receipt of such notice, the Indemnitor shall (i) pay the Environmental Third Party Claim either in full or upon compromise agreed to by the Indemnified Indemnitor, or (ii) notify the Indemnitee that the Indemnitor disputes the Environmental Third Party Claim and intends to defend against it, and thereafter so defend and pay any adverse final judgment against the Indemnitor or the Indemnitee or award or settlement amount in regard thereto, or (iii) notify the Indemnitee that the Indemnitor does not accept any indemnification obligation to the party required Indemnitee with respect to provide indemnification (such Environmental Third Party Claim, in which event the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Indemnitor and the Indemnitee shall cooperate in the joint defense of such Environmental Third Party Claim as described below. Except when the parties are cooperating in a joint defense as described below, the defense of any Environmental Third Party Claim shall be controlled by the Indemnitor , and the cost of such defense shall be borne by it, except that the Indemnitee shall have the right to participate in such defense at its own expense. In the event (i) the Environmental Third Party Claim is one to which Section 9.2.3 applies, or (ii) there is a dispute as to whether the Indemnitor is obligated to indemnify the Indemnitee hereunder with respect to such Environmental Third Party Claim, and the Indemnified Party shall permit parties are unable to agree upon their relative share of responsibility, if any, for such claim, Buyer, Seller and Parent agree to cooperate in the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the joint defense of such Third Party Claim, provided that (a) counsel for claim and not to xxx or make any cross-claim against one another with respect to the Indemnifying Party who shall conduct the defense subject matters of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement dispute except to the extent that such failure results in a lack of actual notice necessary to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party resolve their respective indemnity obligations hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Each Person seeking indemnification under this Agreement Article 9 (an either the Exxxxxx Indemnified Party or the JV NewCo Indemnified Party, the “Indemnified Party”), ) shall give prompt written notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided, that the failure of the Indemnified Party has actual knowledge to give notice as provided in this Section 9.03(a) shall not relieve any Indemnifying Party of its obligations under Section 9.02, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in this Section 9.03(a), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for Claim at the sole expense of the Indemnifying Party who with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that notwithstanding anything in this Section 9.03, but subject to the limitations included herein, the parties acknowledge and agree that Exxxxxx shall control the defense of any Third Party Claim related to any Earn Out Liabilities. Notwithstanding the foregoing in this Section 9.03(a), the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect, (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of Indemnified Party, that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party or (v) is in respect of Specified Liabilities (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party fails to elect to assume control of the defense of any Third Party Claim in the manner set forth in this Section 9.03(a) or such Third Party Claim is or at any time becomes, an Exception Claim, the Indemnified Parties may, at the Indemnifying Party’s cost and expense, defend against the Third Party Claim; provided that, the (i) Indemnifying Party shall nonetheless have the right to participate in the defense of such Third Party Claim shall be reasonably satisfactory giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s sole cost and expense (subject to the limitations set forth under this Article 9), and (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve reasonably consult with the Indemnifying Party of its indemnification obligation under this Agreement except to regarding the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result strategy for defense of such failure to be given noticeclaim. If the Indemnifying Party does not promptly shall assume the defense of any Third Party Claim pursuant to this Article 9, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim following notice thereof, the Claim; provided that such Indemnified Party shall be entitled to assume and control participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus one local counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim. (b) Notwithstanding anything in this Section 9.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or agree compromise any Third Party Claim or permit a default or consent to pay entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim without the consent and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party without prejudice makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits or other claims of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 9), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject 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. (e) Notwithstanding anything to the contrary in this Article IX and the records of each Section 9.03, this Section 9.03 shall not apply to indemnification for any Taxes. The procedures for such indemnification shall be reasonably available governed solely by Section 6.06. (f) Notwithstanding anything to the other with respect contrary in this Section 9.03, this Section 9.03 shall not apply to indemnification for Specified Liabilities. The procedures for such defenseindemnification shall be governed solely by the procedures set forth on Section 9.02(a)(v) of the Disclosure Schedule.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.2 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any Third Party (“Third-Party Claim”) in respect of which indemnity may be sought under Section 9.2. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party) and, and to the extent practicable, an estimate of Losses. So long as the notice thereof is given within the applicable survival period set forth in Section 9.1, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall permit deliver to the Indemnifying Party, promptly 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 Claim. (at the expense of such b) The Indemnifying Party and so long as shall be entitled to reasonable participation in the defense of any Third-Party Claim at its own cost. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for against the Losses related to such Third set forth in the Indemnified Party’s indemnification notice, the Indemnifying Party Claim) shall be entitled to assume the defense of such Third Party Claim, provided that (a) thereof with counsel for selected by the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, and the Indemnifying Party shall continue to be entitled to assert any limitation of any claims contained in this Article 9. (c) If the Indemnifying Party elects to assume the defense of any such Third-Party Claim pursuant to Section 9.3(b), it shall, within thirty (30) days after receiving the Indemnified Party’s indemnification notice, notify the Indemnified Party may participate in such defense at such Indemnified Party’s expense, writing of its intent to do so and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except shall not be liable to the extent that such failure results Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in a lack of actual notice to connection with the defense thereof, except as otherwise provided below. The Indemnifying Party and shall have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with diligence. The Indemnifying Party is materially prejudiced as a result shall keep the Indemnified Parties advised of the status of such failure to be given noticeThird-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party does not promptly assume assumes the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 9.3, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any such Third Third-Party ClaimClaim and to employ, at its expense, separate counsel of its choice for such purpose, it being understood, however, that the Indemnifying Party shall consent continue to entry control such defense; provided that, notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (i) the Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (ii) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not be permitted to settle, compromise, take any judgment corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any settlement that provides for injunctive criminal liability, requires an admission of guilt or other nonmonetary relief affecting wrongdoing on the part of the Indemnified Party or that does not include as an unconditional term thereof imposes any continuing obligation on or requires any payment from the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (d) Each Party shall reasonably cooperate, and wrongdoing with respect cause their respective Affiliates to such Third Party Claim. Seller and Buyers shall cooperate reasonably cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “"Third Party Claim”") against a party entitled to indemnification under this Agreement (an “"Indemnified Party”"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party Indemnifying Party, at its option and at its own expense, shall permit have the Indemnifying Party right to conduct and control, through counsel of its choosing (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) which counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall must be reasonably satisfactory to the Indemnified Party), the defense, compromise or settlement of any Third Party Claim against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party -57- hereunder, and in any such 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 reasonably requested by the Indemnifying Party in connection therewith; provided, that (a) the Indemnified Party may participate in such defense participate, through counsel chosen by it and at such Indemnified Party’s its own expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party ClaimClaim as to which the Indemnifying Party has so elected to conduct and control the defense thereof and (b) the Indemnifying Party shall not, shall without the written consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party (which written consent shall not be unreasonably withheld or delayed), pay, compromise or settle any such Third Party Claim. Notwithstanding the foregoing, in the event any Third Party Claim is solely for money damages, the Indemnifying Party shall have the right to pay, settle or compromise any such Third Party Claim without such consent, provided, that does not include as the Indemnifying Party acknowledges and agrees in writing that it has an unconditional term thereof the giving by each claimant or plaintiff obligation to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect provide indemnification hereunder pursuant to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 11.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, 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 other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Damages for which the Indemnified Party shall be indemnified pursuant to Section 11.02, subject to the limitations otherwise set forth therein, and such (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates, (iv) the Indemnifying Party has failed or is materially prejudiced as failing to reasonably prosecute or defend the Third Party Claim, or (v) in the case of a result of such failure Third Party Claim relating to be given notice. Taxes, the Third Party Claim also relates to a taxable period or portion thereof beginning after the Closing Date. (d) If the Indemnifying Party does not promptly shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim following notice thereof(which consent shall not be unreasonably withheld, conditioned or delayed); provided no prior consent shall be required from the Indemnified Party in respect of settlement, compromise or discharge of such Third Party Claim if the settlement, compromise or discharge expressly and unconditionally releases the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim and the settlement does not impose injunctive or other equitable relief against the Indemnified Party or any of its affiliates and, in the case of Tax matters, would not adversely affect the Company, the Business or the Purchased Assets after the Closing. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if the Indemnified Party reasonably concludes that representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) If the Indemnifying Party does not assume the control of the defense of a Third Party Claim in accordance with the provisions of this Section 11.03, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim of any matter for which indemnification is required. (g) Each party shall fully cooperate, and cause their respective affiliates to fully cooperate, in the defense, prosecution or settlement, as applicable, of any Third Party Claim and any Action that relates to an Excluded Liability, which cooperation shall include furnishing or causing to be furnished such records, information and testimony, and attending such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available requested in connection therewith, and, in connection with the settlement of any False Advertising Claim that relates to an Excluded Liability, removing or modifying any marketing materials, marketing activities or packaging of a product sold by the Business as reasonably required in connection with such settlement. (h) Notwithstanding anything to the other with respect contrary set forth in this ARTICLE 11, Seller shall have exclusive authority and control over the investigation, prosecution, defense and appeal of any matters that solely relate to such defenseExcluded Liabilities.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “"Third Party Claim”") against a party entitled to indemnification under this Agreement (an “"Indemnified Party”"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify indemnify, subject to the limitations contained in Section 9.4, the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s 's expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. The notice provided to the Indemnifying Party shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Losses that has been or may be suffered. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following within twenty (20) days of notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full any manner it reasonably may deem appropriate. In the event the Indemnifying Party has assumed the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder(which consent shall not be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers Buyer shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 8.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any Action (including any Tax audit or administrative or judicial proceeding relating to Taxes) (“Claim”) in respect of which indemnity will be sought under Section 8.02. Such notice shall set forth in reasonable detail such Indemnified Party has actual knowledge of such Third Party Claim, Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except if and to the extent that such failure results shall have materially prejudiced the Indemnifying Party. (b) The Indemnifying Party (or the Stockholders’ Representative in a lack the case of actual an indemnification claim pursuant to Section 8.02(a)(i)) shall be entitled to participate in the defense of any Claim asserted by any third party (“Third-Party Claim”) and, subject to the limitations set forth in this Section 8.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party desires to assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall give written notice to the Indemnified Party within 15 days after the Indemnified Party has given written notice to the Indemnifying Party and such Indemnifying of the Third-Party is materially prejudiced as a result of such failure to be given noticeClaim. If such notice is timely given, the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume control and control appoint lead counsel that is reasonably acceptable to the Indemnified Party for such defense and to settle or agree to pay in full such Third so long as 3.%2.%3.%4 the Third-Party Claim without the consent of involves only a claim for monetary damages and not any claim for an order, injunction or other equitable relief or relief for other than monetary damages against any Indemnified Party, 4.%2.%3.%4 the Indemnifying Party without prejudice to the ability of timely provides the Indemnified Party with (x) evidence reasonably acceptable to enforce its claim for indemnification against the Indemnified Party that the Indemnifying Party hereunder. Except will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder and (y) a statement that, based on the facts set forth in the notice required by Section 8.03, the Indemnifying Party would have an indemnity obligation for the Losses resulting from such Third-Party Claim, and 5.%2.%3.%4 the Third-Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory Action. (d) If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified PartyParty before entering into any settlement, no compromise or discharge of such Third-Party Claim; provided that the Indemnified Party shall not unreasonably withhold, condition or delay consent to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party, Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the Losses in connection with such Third-Party Claim and the defense Indemnifying Party has the financial ability to pay the full amount of any such Third Losses and which releases in full the Indemnified Party completely in connection with such Third-Party Claim, shall (ii) does not impose injunctive or equitable relief or require an admission of liability or wrongdoing on behalf of the Indemnified Party or any of its Affiliates and (iii) contains a full and unconditional release of the Indemnified Party and its Affiliates from all Losses and obligations with respect to such Third-Party Claim. (e) If the Indemnifying Party does not timely deliver the notice contemplated by Section 8.03, or if such notice is given on a timely basis but any of the other conditions in Section 8.03 is unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement that provides for injunctive with respect to, the Third-Party Claim. Notwithstanding anything in this Section 8.03 to the contrary, whether or other nonmonetary relief affecting not the Indemnifying Party controls the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of an irrevocable release from all liability and wrongdoing the Indemnifying Party, any claims to indemnification with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Third-Party Claim subject pursuant to this Article IX and the records of each shall be reasonably available to the other with respect to such defense8.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to The Person seeking indemnification under this Agreement Section 10.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any Third Party (“Third-Party Claim, ”) in respect of which indemnity may be sought under Section 11.02. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations or liability hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such participate in the defense and to settle or agree to pay in full such Third of any Third-Party Claim without and, subject to the consent limitations set forth in this Section 11.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against Party. (c) If the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in elects to assume the defense of any such Third Party Claim, it shall consent within 30 days after receipt of the notice referred to entry in Section (a) notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party assumes the control of the defense of any judgment Third-Party Claim in accordance with the provisions of this Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or enter delayed) before entering into any settlement that provides for or compromise of such Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) the amount of any damages to be paid with respect to the settlement of such Third Party Claim is in excess of the $45,000,000 cap, (C) the settlement or compromise imposes injunctive or other nonmonetary equitable relief affecting against the Indemnified Party or that any of its Affiliates, or (D) the Indemnifying Party does not include as an unconditional term thereof the giving by each claimant or plaintiff agree in writing to pay such amounts payable pursuant to such settlement or compromise, and (ii) the Indemnified Party of an irrevocable release from all liability and wrongdoing with respect shall be entitled to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third such Third-Party Claim subject and to this Article IX employ, at its expense, separate counsel of its choice for such purpose; provided, that if the Indemnifying Party assumes the defense of any such Third-Party Claim but fails to diligently prosecute such claim, or if the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may assume control of such defense and the records Indemnifying Party will bear the reasonable costs and expenses of each such defense (including reasonable attorneys’ fees and expenses); and provided, further, that notwithstanding the foregoing, the Indemnifying Party shall be pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the other with respect Indemnifying Party, or (y) 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 for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (d) Each party shall reasonably cooperate, and cause their respective controlled Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such defenserecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In (a) The Indemnified Party seeking indemnification under Section 12.02(a) or 12.02(b) agrees to give prompt notice in writing to the case Indemnifying Party of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge in writing that, if the facts as alleged by the claimant in the Third Party Claim are true, it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 12. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 12.03(b) within 60 days of receipt of notice of the Third Party Claim pursuant to Section 12.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or any other action by or on behalf of a Governmental Authority, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim or (vi) in the case of any Third Party Claim involving a Buyer Indemnified Party as the Indemnified Party, if the amount of the Third Party Claim, if determined in favor of the claimant, would reasonably be expected to result in Damages, together with all other claims for indemnification hereunder, that would exceed the remaining available amount in the Escrow Account or, if such Third Party Claim is in respect of a Warranty Breach (other than a Warranty Breach of any Fundamental Seller Representation) the amount of the Cap (minus the sum of (without duplication) (A) the aggregate dollar amount of all indemnification claims pursuant to Section 12.02(a) in respect of Warranty Breaches (other than Warranty Breaches of any Fundamental Seller Representations) pending as of such date plus (B) the aggregate dollar amount of all indemnification claims pursuant to Section 12.02(a) in respect of Warranty Table of Contents Breaches (other than Warranty Breaches of any Fundamental Seller Representations) that have been paid prior to such date or are to be paid as of such date). The Indemnified Party shall obtain the prior written consent of the Indemnifying Party before entering into any settlement of a Third Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed). (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim following notice thereof(which consent shall not be unreasonably withheld, conditioned or delayed); provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full (other than an amount that is less than the Threshold) by the Indemnifying Party, (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party; and provided further, however, that if the Indemnified Party refuses its consent to a bona fide offer of settlement that the Indemnifying Party wishes to accept and that (x) involves no payment of money by such Indemnified Party (other than an amount that is less than the Threshold), (y) involves no material limitation on the future operation of the Business, and (z) releases such Indemnified Party from all liability in connection with such claim except for payments that would be required to be paid by the Indemnified Party representing an amount that is less than the Threshold, the Indemnifying Party may reassign the defense of such claim to such Indemnified Party, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Party. In such event, the obligation of the Indemnifying Party with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Indemnified Party refused to accept or (ii) the aggregate Damages of the Indemnified Party with respect to such claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of one such separate counsel (and appropriate local counsel) (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) incurred by the Indemnified Party at any time if the Indemnified Party shall reasonably conclude that (A) there is a conflict of interest between the Indemnifying Party and the records Indemnified Party in the conduct of each shall be reasonably the defense of such claim or (B) there are specific defenses or claims available to the other Indemnified Party that are different from or additional to those available to the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such defenseThird Party Claim and cooperate with the Indemnified Party in connection therewith. Table of Contents (f) Each party shall cooperate, and cause its Affiliates to 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. (g) The foregoing procedures set forth in this Section 12.03 shall not apply with regard to (i) any claim for indemnification in respect of False Claims Act Litigation, the procedures for which shall be governed solely by Section 12.04 (subject to Section 12.04(d)) or (ii) any Actions listed in Schedule 4.11 that are Excluded Liabilities, provided that no Buyer Indemnified Party has been joined as a party in such Action.

Third Party Claim Procedures. In (a) The party seeking indemnification under‎ ‎Section 11.02 (the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any Action by any third party (including any Tax audit or administrative or judicial proceeding relating to Taxes) (“Third-Party Claim, ”) in respect of which indemnity may be sought under‎ ‎Section 11.02. Such notice shall set forth in reasonable detail such Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially prejudiced the Indemnifying Party. (a) The Indemnifying Party shall be entitled to participate in a lack the defense of actual any Third-Party Claim and, subject to the limitations set forth in this ‎Section 11.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. If the Indemnifying Party desires to assume the control of the defense of any Third-Party Claim in accordance with the provisions of this ‎Section 11.03, the Indemnifying Party shall give written notice to the Indemnified Party within 15 days after the Indemnified Party has given written notice to the Indemnifying Party of the Third-Party Claim. If such notice is timely given, the Indemnifying Party shall be entitled to control and appoint lead counsel for such defense so long as (i) the Third-Party Claim involves only a claim for monetary damages and not any claim for an order, injunction or other equitable relief or relief for other than monetary damages against any Indemnified Party, (i) the Indemnifying Party timely provides the Indemnified Party with (x) evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder and (y) a statement that, based on the facts set forth in the notice required by ‎Section 11.03(a), the Indemnifying Party would have an indemnity obligation for the Damages resulting from such Third-Party Claim and (i) the Indemnifying Party is materially prejudiced as vigorously prosecuting or defending the Third-Party Claim. (b) If the Indemnifying Party is controlling the defense of a result Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement, compromise or discharge of such failure Third-Party Claim; provided that 66 the Indemnified Party’s consent shall not be unreasonably withheld, conditioned or delayed if the settlement, compromise or discharge, by its express terms, (i) obligates the Indemnifying Party to be given notice. pay the full amount of the Damages in connection with such Third-Party Claim and the Indemnifying Party has the financial ability to pay the full amount of such Damages, (i) is for money damages only, and does not impose injunctive or equitable relief or require an admission or finding of liability or wrongdoing and (i) contains a full and unconditional release of all Indemnified Parties potentially affected by the Third-Party Claim. (c) If the Indemnifying Party does not promptly assume timely deliver the notice contemplated by ‎Section 11.03(a), or if such notice is given on a timely basis but any of the other conditions in this ‎Section 11.03 are unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim. Notwithstanding anything in this ‎Section 11.03 to the contrary, whether or not the Indemnifying Party controls the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim following notice thereofwithout the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third-Party Claim pursuant to this ‎Article 11. (d) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third purpose, in which case the fees and expenses of such separate counsel incurred by the Indemnified Party after such time as the Indemnifying Party assumed control pursuant to ‎‎Section 11.03(b) shall be borne by the Indemnified Party; provided that, notwithstanding the foregoing, the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third-Party Claim or during any period in which the Indemnifying party ceases to be eligible to maintain control of the defense of the Third-Party Claim, shall consent to entry in either case as provided in this ‎Section 11.03 or (i) if representation of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest (including if any counsel chosen by the Indemnifying Party requests a conflict wavier or that does not include as an unconditional term thereof other waiver from the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third matter) or there may be one or more defenses or claims available to the Indemnified Party Claim. Seller that are different from or additional to those available to the Indemnifying Party and Buyers that could be adverse to the Indemnifying Party. (e) Each of the Indemnifying Party and the Indemnified Party shall cooperate cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall promptly furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the other Indemnifying Party must acknowledge that if such Third Party Claim is successful it would have an indemnity obligation resulting from the Losses from such Third Party Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall reasonably cooperate, and cause their respective 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.

Third Party Claim Procedures. In the case of any claim asserted by a third party A Beta Systems Indemnified Party or Proginet Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (in either case, an “Indemnified Party”)) seeking indemnification from Beta Systems or Proginet (in either case, notice shall be given by the Indemnified Party to the party required to provide indemnification (the an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit with respect to a third party claim will give the Indemnifying Party (at the expense prompt written notice of such third party claim. Failure to give such notice will not reduce the obligations of the Indemnifying Party and so long as under this Article, except to the extent that the Indemnifying Party is prejudiced thereby. After such notice, if the Indemnifying Party acknowledges in writing its obligation to indemnify such Indemnified Party that the right of indemnification under this Agreement applies with respect to such third party claim, then the Indemnifying Party may, if it elects in a written notice delivered to the Indemnified Party for Losses related no later than 14 calendar days prior to the date on which a response to such Third Party Claim) to assume third party claim is due or 14 calendar days after receipt of the written notice (whichever is sooner), take control of the defense of such Third Party Claimthird party claim. In such case, provided that (a) counsel for the Indemnifying Party who shall conduct will select and engage attorneys at the expense of the Indemnifying Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, third party claim and any appeal arising therefrom and the Indemnified Party may participate may, at its own expense, participate, through its attorneys or otherwise, in such defense at such Indemnified Party’s expenseinvestigation, trial and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume third party claim and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the any appeal arising therefrom. The Indemnifying Party without prejudice to the ability will not enter into any settlement that involves any action, admission, or liability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with without the prior written consent of the Indemnified Party, no which consent will not be unreasonably withheld or delayed. After notice by the Indemnifying Party, in Party of its election to take control of the defense of any such Third third party claim, the Indemnifying Party Claim, shall consent will not be liable to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving for any legal expenses incurred thereafter by each claimant or plaintiff to such Indemnified Party in connection with such defense, and all costs associated with the third party claim shall be borne by the Indemnifying Party. If the Indemnifying Party does not take control of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third such third party claim, the Indemnifying Party Claim subject to this Article IX may participate in such defense, at its expense, and the records Indemnified Party may reasonably defend and settle such third party claim in its discretion, at the expense of each shall be reasonably available to the other with respect to such defenseIndemnifying Party.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability or the ability of the Company or any of its Subsidiaries to conduct its business, or that the Indemnified Party may have 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 respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, Seller and Buyers Buyer shall cooperate in the defense of any Third Party Claim subject to this Article IX VIII and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In The Indemnified Party may, upon reasonable notice, tender the case exclusive defense of any claim asserted by a third party (a “Third Party Claim”Claim (subject to the provisions of this Section 9.04(c)) against to the Indemnifying Party. If (i) the defense of a party entitled Third Party Claim is so tendered and within 30 days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within 30 days after the date on which written notice of a Third Party Claim has been given pursuant to indemnification under this Agreement (an “Indemnified Party”Section 9.04(c), notice the Indemnifying Party shall be given by acknowledge in writing to the Indemnified Party to and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE IX; then, except as hereinafter provided, the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim, and the . The Indemnified Party shall permit have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume reimbursement therefore if the Indemnifying Party shall lose its right to contest, defend, litigate and control such defense and to settle or agree to pay in full such the Third Party Claim without as herein provided. The Indemnifying Party shall lose its right to defend and settle the consent of Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party without prejudice has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the ability Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party to enforce its claim for indemnification against (which shall not be unreasonably withheld unless such settlement does not fulfill the Indemnifying Party hereunder. Except with conditions set forth in the prior written consent following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), no to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, in no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and or settlement of any such the Third Party Claim, Claim (the “Non-Control Party”) shall consent be required by an Indemnifying Party or Indemnified Party controlling the litigation to entry of any judgment or (and no such party shall) (x) enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to such Indemnified the Non-Control Party of an irrevocable a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE IX shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and wrongdoing the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE IX, or if, in accordance with respect the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Seller If, pursuant to this Section 9.04(c), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and Buyers other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall cooperate furnish such information in reasonable detail as it may have with respect to a Third Party Claim (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) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of any such Third Party Claim subject to this Article IX and shall otherwise cooperate with and assist the records defending party in the defense of each shall be reasonably available to the other with respect to such defenseThird Party Claim.

Third Party Claim Procedures. In (a) The Indemnified Party shall give prompt notice in writing to the case Indemnifying Party of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not prejudice the Indemnifying Party’s rights hereunder, nor relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to indemnification participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that they would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Agreement Article 8 and (an “ii)furnish the Indemnified Party”), notice Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be given entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 8.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the party required Third Party Claim would be detrimental to provide the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. Indemnified Party may not compromise or settle any Third Party Claim for which it is seeking indemnification (hereunder without the “written consent of the Indemnifying Party”. (d) promptly after such If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party has actual knowledge (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, and if the settlement does not expressly unconditionally release the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related Affiliates from all liabilities and obligations with respect to such Third Party ClaimClaim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) to assume In circumstances where the Indemnifying Party is controlling the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such a Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and accordance with paragraphs (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof(c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective affiliates to 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 available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) Any Person seeking indemnification under this Article 12 (the case “Indemnified Party”) shall give prompt written notice (a “Claim Notice”) to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim asserted or the commencement of any Action by a any third party that is the subject of indemnification under Section 12.02 (a “Third Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 12.03(a) against a party entitled shall not relieve any Indemnifying Party of its obligations under Section 12.02, except to the extent that such failure materially and adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification under this Agreement (an “taking into account the information then available to the Indemnified Party”). Thereafter, notice the Indemnified Party shall be given deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and material documents (including any court papers) received by the Indemnified Party relating to the party required Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to provide indemnification (any such Third Party Claim reasonably requested by the “Indemnifying Party”. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 12.03, to assume control of, and defend against, negotiate, settle (subject to clause (b)) promptly after or otherwise deal with such Third Party Claim by providing written notice to the Indemnified Party has actual knowledge thereof within twenty (20) days after receipt of a Claim Notice in respect of such Third Party Claim, and but the Indemnified Party shall permit may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense except as set forth below. If the Indemnifying Party (at the expense of such Indemnifying elects not to defend against, negotiate, settle or otherwise deal with any Third Party and so long as the Indemnifying Party acknowledges in writing its obligation Claim pursuant to indemnify this Article 12, then the Indemnified Party for Losses related may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim) . If the Indemnifying Party shall assume the defense of any Third Party Claim pursuant to assume this Article 12, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, provided that (a) such Indemnified Party shall be entitled to participate in any such defense with separate counsel for at the expense of the Indemnifying Party who if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall conduct not be required to pay for more than one such counsel (and one additional firm of legal counsel in each jurisdiction implicated in such legal proceedings), as needed, for all Indemnified Parties in connection with any Third Party Claim. Notwithstanding anything to the contrary herein, if a Third Party Claim (A) seeks as its primary remedy non-monetary relief which, if granted, could adversely affect the Indemnified Party or its Affiliates and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be readily separated from any related claim for money damages, (B) involves a criminal or quasi-criminal proceeding, or (C) asserts Damages in excess of the applicable liability cap set forth herein (after taking into account all prior and pending indemnifiable Damages), then, in each case, the Indemnified Party shall, in the first instance, have the right to defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim and, only in the event the Indemnified Party declines to do so, shall the Indemnifying Party have the right to do so as set forth above. (b) Notwithstanding anything in this Section 12.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party (such consent not to be unreasonably withheld), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (A) the Indemnified Party is handling the defense of such Third Party Claim shall be reasonably satisfactory to in accordance with clause (a) above or (B) (i) the Indemnified sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party may participate in and (iii) such defense at settlement includes an unconditional release of such Indemnified Party’s expenseParty from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, and (b) the culpability or failure to act by or on behalf of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does not promptly assume the defense of such makes any payment on any Third Party Claim following notice thereofClaim, then the Indemnified Indemnifying Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 12), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall reasonably cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) If an event occurs or claim arises against the case of any claim asserted by a third party Purchaser (a “Third Party Claim”) in relation to which the Purchaser will or is likely to make a Warranty Claim against a party entitled to indemnification under this Agreement the Vendor: (an “Indemnified Party”), i) the Purchaser shall give notice shall be given by the Indemnified Party within ten Business Days thereof (including reasonable details) to the party required to provide indemnification (Vendor and not make any payment or admission of liability in respect of the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and or take any other steps which may in any way prejudice the Indemnified Party shall permit defence of the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the prior written consent of the Indemnifying Vendor (such consent not to be unreasonably withheld or delayed) and subject to clause 15.6(b) otherwise act in accordance with the Vendor’s reasonable directions regarding negotiations, prosecution or defence of any Third Party without prejudice Claim; Agreement relating to the ability sale and purchase of the Indemnified Party to enforce its claim for indemnification against Business and Assets of Esphion Limited (ii) the Indemnifying Party hereunder. Except Vendor may, with the prior written consent of the Indemnified Party, no Indemnifying PartyPurchaser (not to be unreasonably withheld or delayed), in the defense name of the Purchaser, assume full control and conduct all negotiations and prosecute or defend any proceedings relating to the Third Party Claim. For this purpose the Purchaser shall make available to the Vendor all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Vendor may reasonably require for the purpose. If the written consent of the Purchaser is not provided within 15 Business Days of receipt of a written request from the Vendor, the Purchaser shall have no liability in connection with the Third Party Claim whether pursuant to the Warranties or otherwise; (iii) in relation to any dispute that the Vendor has control over under this clause 15.6, the Vendor will, prior to taking any action relevant to any Third Party Claim, shall consent to entry of any judgment or enter into any settlement consult with the Purchaser and its professional advisers (provided that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that such consultation does not include as an unconditional term thereof cause undue delay) in relation to the giving conduct and progress of all such disputes resolution procedures, challenges or court proceedings and any related correspondence and negotiations, to keep the Purchaser and its professional advisers fully informed on this progress and, to provide the Purchaser and its professional advisers with copies of all relevant documents, including drafts. The Vendor, following such consultation, shall take into account all reasonable concerns and issues raised by each claimant or plaintiff to such Indemnified Party the Purchaser in all action that is taken by the Vendor; (iv) the costs of an irrevocable release from all liability the negotiations and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each proceedings shall be reasonably available borne by the Vendor. (b) the Vendor in exercising the rights granted to it by this clause shall take account of all reasonable requests, including requests regarding not taking actions which may materially adversely affect the other with respect to such defensereputation of the Business.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Each Person seeking indemnification under this Agreement ‎Article 11 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such or the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party has actual knowledge to give notice as provided in this ‎Section 11.03‎(a) shall not relieve any Indemnifying Party of its obligations under ‎Section 11.02, except to the extent that such failure actually adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this ‎Section 11.03, to defend against, negotiate, settle (subject to ‎Section 11.03(b)) or otherwise deal with such Third Party Claim, and the Indemnified Party shall permit but the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges may nonetheless participate in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim with its own counsel and at its own expense; provided that, the Indemnifying Party shall not be reasonably satisfactory entitled to assume control of such defense and shall pay the Indemnified Party, fees and expenses of counsel retained by the Indemnified Party if (x) the claim for indemnification relates to or arises in connection any criminal proceeding, action, indictment or investigation; (y) the claim seeks any form of remedy other than monetary damages, and there is a reasonable possibility (more than remote, but less than likely) that such non-monetary remedy may participate be granted and, if granted, would reasonably be expected to be material; or (z) the claim is reasonably likely to result in such defense at such Indemnified a Material Adverse Effect after giving effect to the Indemnifying Party’s expense, and (b) indemnification obligations under this ‎Article 11 in respect thereof. In the failure of any Indemnified Party to give notice as provided herein shall not relieve event that the Indemnifying Party assumes the defense of its any Third Party Claim, the Indemnified Party shall be deemed to be entitled to indemnification obligation under this Agreement except ‎Article 11 in respect of such Third Party Claim, unless material facts or circumstances not known to the extent that such failure results in a lack of actual notice to or reasonably foreseeable by the Indemnifying Party at the time of its assumption of the defense thereof subsequently emerge and result in the Indemnified Party not being entitled to such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeindemnification in accordance with the terms hereof. If the Indemnifying Party does elects not promptly to defend against, negotiate, settle or otherwise deal with any Third Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to ‎Section 11.03(b)) or otherwise deal with such Third Party Claim. If the Indemnifying Party shall assume the defense of any Third Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim following notice thereofsubject to the Indemnifying Party’s right to control the defense thereof (provided, that the Indemnified Party may jointly control such defense in the event that the reasonably anticipated damages materially exceed the Cap); provided that such Indemnified Party shall be entitled to assume and control participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. (b) Notwithstanding anything in this ‎Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent (not to be unreasonably withheld, conditioned or delayed) of the other party, settle or agree compromise any Third Party Claim or permit a default or consent to pay entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (provided that, notwithstanding anything herein to the contrary, if the Indemnified Party withholds, conditions or delays its consent to any settlement in which the sole relief provided is monetary damages that are paid in full by the Indemnifying Party except to the extent of the Deductible, and the applicable Third Party Claim is subsequently settled or compromised, or a judgment is entered with respect thereto, for an amount that is greater than the amount of the initially proposed settlement with respect to which the Indemnified Party withheld, conditioned or delayed its consent, then the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to the difference between the amount of such final settlement, compromise or judgment and the amount of such initially proposed settlement), (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party or any of its Affiliates and (iii) such settlement includes an unconditional release of such Indemnified Party and its officers, directors, employees and Affiliates from all liability on claims that are the subject matter of such Third Party Claim without the consent and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or its officers, directors, employees or Affiliates. If the Indemnifying Party without prejudice makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits or other claims of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this ‎Article 11), or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter (“Claim Notice”). Seller Within five Business Days of receipt of the Claim Notice, the Indemnifying Party shall pay such amount as set forth on the Claim Notice to the Indemnified Party by wire transfer of immediately available funds to the bank account or accounts designated by the Indemnified Party in the Claim Notice. (d) Each party shall cooperate, and Buyers shall cooperate cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony relating to such Third Party Claim, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available requested in connection therewith without expense (other than reimbursements for actual out-of-pocket expenses) to the other with respect defending party. (e) Notwithstanding anything herein to such defensethe contrary, in the event of a Third Party Claim for Taxes of a Buyer Indemnified Party attributable to a misrepresentation or breach of a Post-Closing Tax Representation, the procedures set forth in ‎Section 8.05 ‎shall govern in lieu of the procedures set forth in this ‎Section 11.03.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Indemnified Party Claim”) against a party entitled to seeking indemnification under this Agreement (an “Indemnified Party”), Section 7.02 agrees to give reasonably prompt notice shall be given by the Indemnified Party in writing to the party required to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under Section 7.02. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case (a) If an Indemnified Party shall become aware of an indemnifiable matter arising from any claim asserted by or demand of a third party (a “Third Party Claim”), the Indemnified Party shall promptly, and in any event within thirty (30) against days after it first becomes aware of facts which give rise to the basis for such claim, give written notice (a party entitled “Third Party Notice”) to indemnification under the applicable Indemnifying Party, of the basis for such Third Party Claim, setting forth the nature of the claim or demand, including the estimated amount of such claim, in reasonable detail and including copies of any documents served on the Indemnified Party with respect to the Third Party Claim. Notwithstanding the foregoing, failure to notify the Indemnifying Party in accordance with this Agreement (an “Section 8.6(a) will not relieve the Indemnifying Party of any obligation that it may have to the Indemnified Party”), except to the extent the defense of such Third Party Claim is actually and materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnifying Party, upon notice to the Indemnified Party, shall be have the right to assume and control the defense of such Third Party Claim for which the Indemnifying Party is obligated to indemnify pursuant to this Article 8 at its own cost and through counsel of its choosing; provided, however, that the Indemnifying Party shall not have the right to assume and control such defense: [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] […***]. The Indemnifying Party shall from time to time apprise the Indemnified Party of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action and shall furnish the Indemnified Party with such documents and information filed or delivered in connection with such claim, liability or expense as the Indemnified Party may reasonably request. The Indemnified Party shall not admit any liability to any third party in connection with any matter which is the subject of a Third Party Notice and shall cooperate fully in the manner requested by the Indemnifying Party in the defense of such claim. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel. If no such notice of intent to defend is given by the Indemnifying Party, the Indemnified Party shall, at the expense of the Indemnifying Party, undertake (with counsel selected by the Indemnified Party and reasonably acceptable to the party required to provide indemnification (the “Indemnifying Party”) promptly after the defense of such claim, liability or expense, and shall have the right to compromise or settle such claim, liability or expense with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this Section 8.6(a) shall limit UT’s rights pursuant to Section 1.1(e)(i). The Indemnified Party has actual knowledge shall furnish the Indemnifying Party with such information as it may have with respect to such Third Party Claim (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 Indemnifying Party in the defense of such Third Party Claim, and the Indemnified Party shall permit . (b) If the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) is not, or becomes not, entitled to assume the defense of such Third Party ClaimClaim or shall withdraw from such defense, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such shall have the right to undertake the defense or settlement thereof, at such the Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except subject to the extent that final determination of whether such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeexpenses are indemnifiable Damages. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in controls the defense of any Third Party Claim subject pursuant to this Article IX Section 8.6(b), the Indemnified Party shall keep the Indemnifying Party reasonably and timely apprised of all developments in and the records status of each such Third Party Claim, and, such Indemnified Party shall have the right to compromise or settle such claim, liability or expense as indemnifiable Damages with the consent of the Indemnifying Party, which consent shall not be reasonably available unreasonably withheld, conditioned or delayed; provided, that, if the Indemnified Party settles, in good faith, any Third Party Claim without the Indemnifying Party’s consent (and the absence of the consent was not due to the other Indemnifying Party unreasonably withholding or conditioning its consent), then any such settlement of a Third Party Claim by the Indemnified Party not consented to by an Indemnifying Party shall not be determinative of the validity or the amount of Damages with respect to any claim for indemnification by such defenseIndemnifying Party under this Article 8. The existence of any Third Party Claim shall not create a presumption of any breach by a Party of any of its representations, warranties or covenants set forth in this Agreement. If an Indemnified Party controls any such Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Indemnified Party Claim”) against a party entitled to seeking indemnification under this Agreement (an “Indemnified Party”), Section 8.02 agrees to give reasonably prompt notice shall be given by the Indemnified Party in writing to the party required to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under Section 8.02. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 8.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 8.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 8.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 8.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Any Buyer Indemnified Party Claim”) against a party entitled to or Seller Indemnified Party seeking indemnification under this Agreement Section 8.02 (each, an “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so 47 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice shall have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and such the Indemnified Party shall provide the Indemnifying Party is materially prejudiced as a result of with such failure other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be given noticerepresented by counsel of its choice and, subject to the limitations set forth in this Section 8.03, to defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim. If the Indemnifying Party does elects not promptly assume to defend against, negotiate, settle or otherwise deal with any Third Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim following notice thereofwith its own counsel at its own expense. If the Indemnifying Party shall assume the defense of any Third Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided that such Indemnified Party shall be entitled to assume and control participate in any such defense with separate counsel at the expense of Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and to settle or agree the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in full such connection with any Third Party Claim. Notwithstanding anything in this Section 8.03 to the contrary, Buyer will control, without affecting its or any other Indemnified Party’s rights to indemnification under this Agreement, the defense of all Third Party Claims relating to the matters addressed in Section 7.01 or any Excluded Liability relating to Taxes (“Tax Claims”) to the extent related to Buyer Tax Returns; provided, however, that Seller and its counsel (at its sole expense) may participate in (but not control the conduct of) the defense of any such Tax Claim. Buyer shall not settle any such Tax Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written Seller, which consent of the Indemnified Partyshall not be unreasonably withheld, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment conditioned or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defensedelayed.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement ‎Section 10.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party). Provided notice is given prior to the applicable survival date for such claim pursuant to ‎Section 10.02, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified to promptly notify the Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this ‎Article 10 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 10.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to ‎Section 10.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, or (vi) the Third Party Claim relates to Taxes. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this ‎Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs ‎(b) and ‎(c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective Affiliates to 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 available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 10.02(a) and (an b) (the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 10.03(b)(i), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim following notice thereofin accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective affiliates to 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 available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to The Person seeking indemnification under this Agreement Section 6.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Indemnified Party has actual knowledge Section. Such notice shall set forth in reasonable detail the specifics of such Third Party Claim, the basis for indemnification and the Indemnified Party shall permit Party’s bona fide estimate of the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense amount of such Third Party Claim shall be reasonably satisfactory (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such participate in the defense and to settle or agree to pay in full such of any Third Party Claim without and, subject to the consent limitations set forth in this Section 6.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against Party. (c) If the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in elects to assume the defense of any such Third Party Claim, it shall consent within 30 days after receipt of the notice referred to entry in Section 6.03(a) notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such defense of the Third Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Party advised of the status of such Third Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Party with respect thereto. If the Indemnifying Party assumes the control of the defense of any judgment Third Party Claim in accordance with the provisions of this Section 6.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or enter delayed) before entering into any settlement that provides for injunctive or other nonmonetary relief affecting compromise of such Third Party Claim if the settlement does not release the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release and its Affiliates from all liability liabilities and wrongdoing obligations with respect to such Third Party Claim. Seller Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates; and Buyers (ii) the Indemnified Party shall cooperate be entitled to participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose. The fees and the records expenses of each such separate counsel shall be reasonably available to paid by the other Indemnified Party. (d) The Indemnified Party shall not settle or compromise any Third Party Claim, or take any corrective or remedial action or enter into an agreed judgment or consent decree with respect thereto, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). (e) Each party shall reasonably cooperate, and cause their respective controlled Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such defenserecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Each Person seeking indemnification under this Agreement Article IX (an the “Indemnified Party”), ) shall give prompt written notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party has actual knowledge to give notice as provided in this Section 9.3(a) shall not relieve any Indemnifying Party of its obligations under Section 9.2, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in the last sentence of this Section 9.3(a), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the sole expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing in this Section 9.3, the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect, (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) would be reasonably expected to result in Liabilities greater than the remaining amount of the Indemnifying Party’s maximum liability under Article IX, or (v) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of Indemnified Party, that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party shall permit (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party (at fails to elect to assume control of the expense defense of such Indemnifying any Third Party and so long as Claim in the Indemnifying Party acknowledges manner set forth in writing its obligation to indemnify the Indemnified Party for Losses related to this Section 9.3 or such Third Party Claim is or at any time becomes, an Exception Claim) , the Indemnified Parties may, at the Indemnifying Party’s cost and expense (subject to assume the defense of such limitations set forth in this Article IX), defend against the Third Party Claim; provided that, provided that the (ai) counsel for the Indemnifying Party who shall conduct nonetheless have the right to participate in the defense of such Third Party Claim shall be reasonably satisfactory giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s sole cost and expense, and (ii) the Indemnified Party shall reasonably consult with the Indemnifying Party regarding the strategy for defense of such claim; and provided, further that the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except consent to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive with respect to such Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or other nonmonetary relief affecting delayed). If the Indemnifying Party shall assume the defense of any Third Party Claim pursuant to this Article IX, then the Indemnified Party may participate, at the Indemnified Party’s own expense, in the defense of such Third Party Claim; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if requested by the Indemnifying Party to participate; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. For the avoidance of doubt, Seller shall control defense of Third Party Claims with respect to the matters set forth on Section 1.1(g) of the Disclosure Schedule; provided that, Buyer shall have the right to participate in the defense of such matter at Buyer’s sole cost and expense, and Seller shall reasonably consult with Buyer regarding the strategy for defense of such matter; provided, further that Seller may not consent to the entry of any judgment or enter into any settlement with respect to such matter without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). (b) Notwithstanding anything in this Section 9.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as an unconditional term thereof to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the giving by each claimant or plaintiff Indemnifying Party makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of an irrevocable release from all liability and wrongdoing the Indemnified Party with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article IX), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject 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. (e) Notwithstanding anything to the contrary in this Article IX and the records of each Section 9.3, this Section 9.3 shall not apply to indemnification for any Taxes. The procedures for such indemnification shall be reasonably available to the other with respect to such defensegoverned solely by Section 6.7.

Third Party Claim Procedures. In (a) If any third party shall notify any of the case parties hereto with respect to the commencement of any claim asserted by a third party Action (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other party under Section 7.2, then the indemnified party shall promptly give notice to the indemnifying party. Failure to notify the indemnifying party will not relieve the indemnifying party of any liability or obligation that it may have to the indemnified party, except to the extent the defense of such Action is materially prejudiced by the indemnified party's failure to give such notice. (b) An indemnifying party will have the right to defend against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Third Party Claim with counsel of its choice reasonably satisfactory to the indemnified party required if (i) within 15 days following the receipt of notice of the Third Party Claim the indemnifying party notifies the indemnified party in writing that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from, relating to, arising out of, or attributable to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, (ii) the Third Party Claim involves only money Damages and does not seek an injunction or other equitable relief, and (iii) the Indemnified indemnifying party continuously conducts the defense of the Third Party shall permit the Indemnifying Party Claim actively and diligently. (at the expense of such Indemnifying Party and so c) So long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume indemnifying party is conducting the defense of such the Third Party Claim in accordance with Section 7.4(b), (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, provided that (aii) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory indemnified party will not consent to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure entry of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except order, decree or judgment with respect to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Partyindemnifying party (not to be withheld unreasonably), no Indemnifying Party, in and (iii) the defense indemnifying party will not consent to the entry of any order, decree or judgment with respect to the Third Party Claim without the prior written consent of the indemnified party (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an indemnified party to withhold its consent (A) with respect to any finding of or admission of any violation of any law, order, decree, judgment or permit, or (B) if any portion of such order, decree or judgment would not remain sealed). (d) If any condition in Section 7.4(b) is or becomes unsatisfied, (i) the indemnified party may defend with attorneys of its choice against, and consent (with the consent of the indemnifying party, such consent not to be unreasonably withheld or delayed) to the entry of any order, decree or judgment with respect to a Third Party Claim in any manner it may deem appropriate, (ii) the indemnifying party will be obligated to reimburse the indemnified party promptly and periodically for Damages related to defending against the Third Party Claim, shall consent and (iii) each indemnifying party will remain liable for any Damages the indemnified 18 20 party may suffer relating to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to the fullest extent provided in this Article IX and the records of each shall be reasonably available to the other with respect to such defenseVII.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Indemnified Party Claim”) against a party entitled to seeking indemnification under this Agreement (an “Indemnified Party”), ‎Section 7.02 agrees to give reasonably prompt notice shall be given by the Indemnified Party in writing to the party required to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under ‎Section 7.02. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this ‎Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to ‎Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of ‎Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with ‎Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third 9.3.1. The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section ‎9.2 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification including a copy of the written notice/suit received by the Indemnified Party asserting or commencing such Third Party Claim (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Party. 9.3.2. The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense. 9.3.3. If the other Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section ‎9.3, (a) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (b) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. 9.3.4. Each Party shall cooperate, and cause their respective affiliates to 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.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to The Person seeking indemnification under this Agreement ‎‎Section 10.01 or ‎Section 10.02 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any action or proceeding by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third-Party Claim and shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party shall, within thirty days after delivery of a lack notice by the Indemnified Party of actual such Third-Party Claim, give written notice to the Indemnifying Indemnified Party that it is assuming and such Indemnifying Party is materially prejudiced as a result controlling the defense of such failure to be given noticeThird-Party Claim. If the Indemnifying Party does not promptly shall so assume the control of the defense of a Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Third-Party Claim following notice thereofif (i) the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all Liabilities with respect to such Third-Party Claim, (ii) the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, (iii) the settlement includes the admission of any wrongdoing by the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party does not pay all amounts in such settlement. (c) If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any such Third Third-Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel if (i) representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (ii) there are material legal defenses available to an Indemnified Party that are different from or in addition to those available to the Indemnifying Party. In case the Indemnified Party chooses to participate in the defense of a Third-Party Claim, the Indemnifying Party shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting keep the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing reasonably informed with respect to such Third Third-Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 7.02 or Section 7.03 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any Action by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought thereunder. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the limitations set forth in this Section 7.04, shall be entitled to control and appoint lead counsel reasonably acceptable to the Indemnified Party for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that, based on the facts set forth in the notice required by Section 7.04(a), it would have an indemnity obligation for the Damages resulting from such Third-Party Claim as provided under this Article 7 and such (ii) furnish the Indemnified Party with reasonably satisfactory evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third-Party Claim if (i) the Indemnifying Party does not promptly deliver the acknowledgment and evidence referred to in Section 7.04(b) within 30 days of receipt of notice of the Third-Party Claim pursuant to Section 7.04(a), (ii) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iv) the Third-Party Claim relates to or otherwise involves a claim by a Governmental Authority or a customer of Strongbridge, (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously or (vi) in the case of a Novo Nordisk Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in any Damages, together with all other unresolved claims for indemnification by the Novo Nordisk Indemnified Parties, that would not be available for recovery under this Article 7. (d) If the Indemnifying Party shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 7.04, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third-Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Novo Nordisk Indemnified Parties or the Strongbridge Indemnified Parties, as the case may be, from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Novo Nordisk Indemnified Parties or the Strongbridge Indemnified Parties, as the case may be. An Indemnified Party may not settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third-Party Claim pursuant to this Article 7. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party Claim, shall consent pay the fees and expenses of such separate counsel (i) to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third-Party Claim or that does not include as an unconditional term thereof (ii) if the giving by each claimant or plaintiff to such Indemnified Party is advised by counsel that (A) there is a conflict of an irrevocable release interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from all liability or additional to those available to the Indemnifying Party and wrongdoing that could be materially adverse to the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third Third-Party Claim. Seller Claim and Buyers cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement ‎Section 11.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the other Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this ‎‎Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to 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.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the The Indemnifying Party (at will have the expense of such Indemnifying Party and so long as right to defend the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be with counsel of its choice reasonably satisfactory to the Indemnified Party, and exercising commercially reasonable discretion, so long as (i) the Indemnifying Party acknowledges in writing to the Indemnified Party may participate and without qualification (or reservation of rights) its indemnification obligations as provided in such defense at such Indemnified Party’s expensethis ARTICLE VIII, and (bii) the failure of any Indemnified Third Party Claim involves only money damages and does not seek an injunction or other equitable relief. The Indemnifying Party shall lose its right to give notice defend and settle the Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein shall not relieve herein. So long as the Indemnifying Party of has not lost its indemnification right to contest, defend, litigate and settle and/or obligation under this Agreement except to the extent that such failure results in a lack of actual notice to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If litigate the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofand shall have the right, upon receiving the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability prior written approval of the Indemnified Party to enforce its claim for indemnification against (which shall not be unreasonably withheld unless such settlement does not fulfill the Indemnifying Party hereunder. Except with conditions set forth in the prior written consent following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), no to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, in no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and/or settlement of any such the Third Party Claim, Claim (the "Non-Control Party") shall consent be required by an Indemnifying Party or Indemnified Party controlling the litigation to entry of any judgment or (and no such party shall) (x) enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to such Indemnified the Non-Control Party of an irrevocable a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party's business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys' fees) incurred by the Indemnified Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE VIII shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and wrongdoing the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE VIII, or if, in accordance with respect the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Seller If, pursuant to this Section 8.04(b), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the Damages that constitute reasonable attorneys' fees and Buyers other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys' fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall cooperate furnish such information in reasonable detail as it may have with respect to a Third Party Claim (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) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of any such Third Party Claim subject to this Article IX and shall otherwise cooperate with and assist the records defending party in the defense of each shall be reasonably available to the other with respect to such defenseThird Party Claim.

Third Party Claim Procedures. In the case (a) Except for indemnification in respect of any claim asserted Taxes (indemnification for which shall be governed exclusively by Article VI) a third party (a “Third Party Claim”) against a party Person that may be entitled to indemnification be indemnified under this Agreement (an the “Indemnified Party”)) shall as promptly as practicable (and, notice shall be given by in any event, within twenty (20) Business Days of the Indemnified Party to first receiving written notice of a threat or commencement of a claim or demand by a third party), notify the party required to provide or parties liable for such indemnification (the “Indemnifying Party”) promptly after such in writing of any pending or threatened claim or demand by a third party that the Indemnified Party has actual knowledge determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail, to the extent practicable based on then-available information, the facts and circumstances with respect to the subject matter of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except and only to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 9.01 for such representation, warranty, covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 9.04(a) of a claim for indemnification under this Article IX (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IX notwithstanding the passing of such applicable date. (b) Upon receipt of a notice of a Third Party Claim from an Indemnified Party pursuant to Section 9.04(a), the Indemnifying Party, by notice to the Indemnified Party shall permit delivered within ten (10) Business Days of the Indemnifying Party (at the expense receipt of notice of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to claim, may, but is not obligated to, assume the defense and control of such Third Party ClaimClaim at its own expense; provided, provided however, that (a) counsel for the Indemnifying Party who shall conduct allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense as provided in this Section 9.04(b); provided, further, that the Indemnifying Party shall be reasonably satisfactory to bear the Indemnified Partyreasonable fees, costs and expenses of one such separate firm of counsel if (and one firm of local counsel if required) (i) the Indemnified Party may participate shall have determined in such defense good faith that an actual or potential conflict of interest makes representation by the same counsel inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at such Indemnified the Indemnifying Party’s expense. The Indemnifying Party shall be liable for the fees and expenses of one firm of counsel (plus one firm of local counsel, and (bif required) employed by the failure of any Indemnified Party to give notice as provided herein shall not relieve for any period during which the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does has not promptly assume assumed the defense of a Third Party Claim. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim following prior to the time that it receives a notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of from the Indemnifying Party without prejudice to as contemplated by the ability preceding sentence. Seller or Buyer, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate (including, upon the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent reasonable request of the Indemnified Party, no Indemnifying Partymaking reasonably available books, in records and personnel with respect to the defense subject matter of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting ) with the Indemnified Indemnifying Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each Claim. The Indemnifying Party shall be reasonably available authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party (which consent shall not be unreasonably withheld); provided that (A) such settlement does not involve any finding or admission of any violation of Applicable Law or admission of any wrongdoing or any violation of the rights of any Person and does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party, (B) the Indemnifying Party pays or causes to be paid all amounts arising out of such settlement or judgment not later than three (3) Business Days following the effectiveness of such settlement, (C) such settlement does not subject the Indemnified Party to any injunctive relief or other equitable remedy and does not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or affect any Indemnified Party or the conduct of any Indemnified Party’s business and (D) the Indemnifying Party obtains, as a condition of any settlement or other resolution, a complete and unconditional release of, or dismissal with prejudice of claims against, each Indemnified Party potentially affected by such Third Party Claim from any and all liability in respect to of such defenseThird Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Any Person seeking indemnification under this Agreement Section ‎7.02 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required Person from whom indemnification is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofThereafter, the Indemnified Party shall be entitled deliver to assume the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and control documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such defense and other information with respect to settle or agree to pay in full any such Third Party Claim without the consent of reasonably requested by the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Party. (b) The Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent be entitled to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX Section ‎7.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. If the Indemnifying Party fails to assume or declines to assume the defense of any such proceeding within thirty (30) days after notice thereof, or fails to prosecute the defense of such claim in good faith and with reasonable diligence, the Indemnified Party may assume the defense thereof for the account and at the risk of the Indemnifying Party (including with respect to reasonable attorney’s fees in connection therewith, but subject to the limitations set forth in this ‎Article 7). To the extent the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party may participate at his or its own expense in the defense of such Third Party Claim; provided that the reasonable costs and expenses of separate counsel to the Indemnified Party shall be borne by the Indemnifying Party (to the extent such costs and expenses constitute indemnifiable Damages hereunder) if, in the opinion of external counsel to the Indemnified Party, there is a material conflict of interest between the Indemnifying Party and the records of each shall be reasonably available to the other Indemnified Party with respect to such defenseproceeding. The Indemnifying Party shall pay promptly to the Indemnified Party any Losses to which the Indemnified Party is finally determined to be entitled under this ‎Article 7. (c) Notwithstanding anything in this ‎Section 7.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (other than, for the avoidance of doubt, the payment of the Deductible, to the extent applicable), (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes a release of such Indemnified Party from all Liability on claims that are the subject matter of such Third Party Claim. If the Indemnifying Party makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim (net of the costs and expenses of the Indemnified Party associated with the collection thereof). (d) Each party shall cooperate, and cause its respective Affiliates to 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, the reasonable costs of which shall be deemed Damages for purposes hereof.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 11.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party in respect of which indemnity may be sought under such Indemnified Party has actual knowledge of such Section (each, a “Third Party Claim, and the Indemnified Party ”). Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice shall have materially and adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall from time to time deliver to the Indemnifying Party (if the Indemnifying Party assumed control of the defense pursuant to Section 11.03(b) below) promptly following receipt thereof, copies of all notices and such documents, including all court papers, received by the Indemnified Party relating to the Third Party Claim. An Indemnified Party’s failure to timely provide notice or copies of documents shall not relieve the Indemnifying Party from its indemnification obligations, except to the extent the Indemnifying Party is materially actually and demonstrably prejudiced as a result of such failure failure. (b) The Indemnifying Party shall, subject to the limitations set forth in this Section, be given notice. If entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 11 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party (so long as such counsel is reasonably acceptable to the Indemnifying Party) if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 11.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 11.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim actively and in good faith. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 11.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim following notice thereofunless the settlement (i) expressly and unconditionally releases the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim and (ii) does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates; provided that no such prior written consent shall be required with respect to a settlement of any matter listed in Schedule 11.02 so long as such settlement does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and the applicable indemnification remains in effect with respect to any liabilities and obligations not released. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, it being understood, however, that the Indemnifying Party shall control such defense. The fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (f) If the Indemnified Party is controlling the defense of a Third Party Claim, (i) the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim together with separate counsel of its choice for such purpose, it being understood, however, that the Indemnified Party shall, subject to this Article IX the limitations set forth in clause (ii), control such defense and (ii) the Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (g) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall retain and furnish or cause to be retained and furnished such records of each shall and information and provide testimony, make employees reasonably available and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The Party seeking indemnification under Section 10.02 (the case “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim asserted or the commencement of any Action by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 10.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges will set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its indemnification obligation obligations under this Agreement Agreement, except to the extent that such failure results in a lack of actual notice to will have materially and adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall will be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 10.05, will be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that any and all Damages resulting from such Third Party Claim constitute Damages for which the Indemnified Party will be indemnified fully pursuant to this Article IX 10. (c) The Indemnifying Party will not be entitled to assume or maintain control of the defense of any Third Party Claim and will pay the records fees and expenses of each shall be counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 10.05b) within 15 days of receipt of notice of the Third Party Claim pursuant to Section 10.05a), (ii) the Third Party Claim relates to or arises in connection with any criminal Action, (iii) the Indemnified Party reasonably available to the other believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim or (vi) if the Indemnified Party is a Parent Indemnitee and the Third Party Claim involves a customer or supplier of the Company. (d) If the Indemnifying Party assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.05, then the Indemnifying Party will obtain the prior written consent of the Indemnified Party before entering into any settlement of such defenseThird Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 10.05b) and Section 10.05c), the Indemnified Party will be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the reasonable fees and expenses of a single separate counsel will be borne by the Indemnified Party. (f) Each Party will cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and will 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. (g) Notwithstanding any provision to the contrary, with respect to any Action relating to Taxes (a “Tax Claim”) for a Pre-Closing Tax Period of the Company, the Stockholders’ Agent shall have the right, at the expense of the Stockholders to control, manage, and be responsible for such Tax Claim (other than a Tax Claim with respect to a Straddle Period). Parent may participate in such Tax Claim (at Parent’s sole expense) and the Stockholders’ Agent shall keep Parent reasonably informed concerning the progress of such Tax Claim and shall not settle, compromise, or otherwise resolve such Tax Claim without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed. Parent shall control all other Tax Claims, including any Tax Claim relating to a Straddle Period or Tax Claim Stockholders’ Agent elected not to control; provided, however, that with respect to any Tax Claim relating to a Pre-Closing Tax Period, (i) Parent shall obtain the prior written consent of Stockholders’ Agent (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement of a claim or ceasing to defend such claim, and (ii) the Stockholders’ Agent shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Stockholders’ Agent, on behalf of the Stockholders.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.2(a) or Section 9.2(b) (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have materially and adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article IX IX. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the records fees and expenses of each counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 9.3(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 9.3(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks as the primary remedy an injunction or equitable relief against the Indemnified Party or any of its affiliates, (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim or (v) such Third Party Claim relates to an indemnification claim under Section 9.2(a)(vi); provided, however, that in such circumstances, (A) the Indemnifying Party shall be reasonably entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party, (B) the Indemnified Party shall promptly inform the Indemnifying Party of any material communication received from, or given to, any Government Entity regarding any such Third Party Claim, (C) the Indemnifying Party shall have the right to review in advance, and to the extent practicable the Indemnified Party shall consult with the Indemnifying Party on and consider in good faith the views of the Indemnifying Party in connection with, any material filing made with, or #88810454v1 material written materials to be submitted to any Government Entity in connection with any such Third Party Claim, (D) the Indemnified Party shall make available to the Indemnifying Party copies of all material filings, notices and other written communications submitted or made by the Indemnified Party or its Affiliates to any Government Entity or received from any Government Entity in connection with any such Third Party Claim and (E) the Indemnified Party shall consult with the Indemnifying Party in advance of any material meeting, discussion, telephone call or conference with any Government Entity, and to the extent not expressly prohibited by the Government Entity or Person, give the Indemnifying Party the opportunity to attend and participate in such meetings and conferences, in each case, regarding any such Third Party Claim, (F) the Indemnified Party shall consult with the Indemnifying Party with respect to such defenseThird Party claim and shall, upon the Indemnifying Party’s reasonable request and in any event no less often than biweekly, provide the Indemnifying Party with reasonably detailed oral reports on the progress and status of such Third Party Claim (including an opportunity to discuss the Third Party Claim with the counsel defending against the Third Party Claim on behalf of the Indemnified Party and review any documents discovered or produced in connection with the Third Party Claim) and (G) the Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnifying Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnifying Party or any of its Affiliates.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Each Person seeking indemnification under this Agreement ‎Article 10 (an either the Buyer Indemnified Party or the Truist Indemnified Party, the “Indemnified Party”), ) shall give prompt written notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party has actual knowledge to give notice as provided in this ‎Section 10.02(a) shall not relieve any Indemnifying Party of its obligations under ‎Section 10.01, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in this ‎Section 10.02(a) or Section 10.02(f), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for Claim at the sole expense of the Indemnifying Party who with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing in this ‎Section 10.02(a) and subject to Section 10.02(f), the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect (other than customary confidentiality obligations and customary releases of claims), (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of the Indemnified Party, that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party or (v) solely in the case of a General Indemnified Matter, would not reasonably be expected to result in Damages in respect thereof in excess of the Per Claim Deductible (as it may be reduced in accordance with the proviso to Section 10.01(c)), as assessed at the time the Indemnifying Party is seeking to assume control thereof (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party fails to elect to assume control of the defense of any Third Party Claim in the manner set forth in this ‎Section 10.02(a) or such Third Party Claim is or at any time becomes, an Exception Claim, the Indemnified Parties may, at the Indemnifying Party’s cost and expense, defend against the Third Party Claim; provided that the (A) Indemnifying Party shall nonetheless have the right to participate in the defense of such Third Party Claim shall be reasonably satisfactory giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s sole cost and expense (subject to the limitations set forth under this ‎Article 10), and (B) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve reasonably consult with the Indemnifying Party of its indemnification obligation under this Agreement except to regarding the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result strategy for defense of such failure to be given noticeclaim. If the Indemnifying Party does not promptly shall assume the defense of any Third Party Claim pursuant to this ‎Article 10, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim following notice thereof, the Claim; provided that such Indemnified Party shall be entitled to assume and control participate in any such defense with separate counsel at the expense of the Indemnifying Party if (1) requested by the Indemnifying Party to participate or (2) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus one local counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim. (b) Notwithstanding anything in this ‎Section 10.02 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or agree compromise any Third Party Claim or permit a default or consent to pay entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any order, writ, injunction, decree, judgment, award, settlement or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Authority or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim without the consent and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party without prejudice makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits or other claims of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this ‎Article 10), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available requested in connection therewith. (e) Notwithstanding anything to the other contrary in this Agreement, with respect to such defenseany Tax matters, to the extent of any conflict between the provisions of this ‎Article 10 and ‎Article 6, ‎Article 6 shall govern.

Third Party Claim Procedures. In Other than with respect to any GSA Disputes (with respect to which the case claim procedures are set forth in Section 6.12), subject to the provisions set forth below, the Indemnifying Party shall have the right, at its own expense, to participate in the defense of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and if said right is exercised, the parties shall cooperate in the investigation and defense of said Third Party Claim. The following provisions shall apply to any Third Party Claim: (a) The Indemnified Party shall permit will give the Indemnifying Party written notice of any Third Party Claim within thirty (at the expense 30) days of becoming aware of any such Indemnifying Third Party and so long as Claim; provided, however, that a delay in giving such notice shall relieve the Indemnifying Party acknowledges in writing its obligation only to the extent the Indemnifying Party suffers irreparable prejudice from or as a result of such a delay. The Indemnifying Party will undertake the defense thereof by representatives chosen by it, unless the Indemnifying Party disputes the propriety of such Third Party Claim for indemnification against it under the provisions of this Article V and delivers a written notice (“Dispute Notice”) of such dispute and election not to indemnify within twenty (20) days of receipt of notice of such Third Party Claim (in which case, the provisions of Section 5.10 shall govern the resolution of such disputed claim). If the Indemnifying Party does not properly deliver a Dispute Notice, the Indemnifying Party shall conclusively be deemed to have agreed to be fully responsible for all Buyer Indemnified Party for Losses related or Seller Indemnified Losses, as the case may be, relating to such Third Party Claim) to assume . If the Indemnifying Party undertakes the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct use its commercially reasonable efforts to defend any such Third Party Claim actively and in good faith to its conclusion, and the defense Indemnified Party shall not settle or agree to an adjudication of such Third Party Claim Claim. The Indemnified Party shall be reasonably satisfactory make fully available to the Indemnifying Party and its representatives on a timely basis all records and other materials required or requested by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Third Party Claim, and shall in all other respects give full and prompt cooperation and assistance in such defense. (b) If the Indemnifying Party timely delivers a Dispute Notice to the Indemnified Party, and then the Indemnified Party may participate in such shall undertake the defense at such Indemnified Party’s expenseof the Third Party Claim, and (b) the failure of any Indemnified Party subject to give notice as provided herein shall not relieve its rights against the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that Article V. In such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofevent, the Indemnified Party shall be entitled have the right to assume and control such the defense and of the Third Party Claim, including the right to settle or agree to pay in full compromise any such Third Party Claim without the consent of the Indemnifying Party. (c) Notwithstanding a party’s responsibility for the defense of a Third Party without prejudice Claim, the other party shall have the right to the ability of the Indemnified Party to enforce participate, at its claim for indemnification against the Indemnifying Party hereunder. Except own expense and with the prior written consent of the Indemnified Party, no Indemnifying Partyits own counsel, in the defense of any a Third Party Claim, and to the extent reasonably requested by the other party, the party having responsibility for defense of the Third Party Claim (“Defending Party”) shall consult with the other party from time to time on all material matters relating to the defense of such Third Party Claim, . The Defending Party shall consent to entry promptly provide the other party with copies of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability pleadings and wrongdoing with respect material correspondence relating to such Third Party Claim. Seller and Buyers . (d) Notwithstanding the foregoing, the Indemnifying Party shall cooperate in not (i) be entitled to control the defense of a Third Party Claim if (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, and (ii) be entitled to settle any Third Party Claim subject to this Article IX if such settlement imposes any restriction or Liability on the Indemnified Party other than the payment of money, for which the Indemnifying Party will be responsible and will pay in full on the records date of each settlement, and for which the Indemnified Party shall be reasonably available to the other with respect to such defensehave no Liability.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Article 10 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought hereunder. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other similar equitable relief against the Indemnified Party or any of its Affiliates, (ii) the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be paid by the Indemnified Party, except that the Indemnifying Party shall pay such fees and expenses to the extent both the Indemnifying Party and the records Indemnified Party are named parties and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest (in which case the Indemnifying Party shall pay for only one separate counsel for all Indemnified Parties). (d) In connection with the defense or prosecution of any Third Party Claim, each party shall (i) cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, (iii) take all reasonable steps to make available to the other with respect party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such defensedestruction or disposition. (e) Notwithstanding anything herein to the contrary, this Section 10.03 shall not apply to any Tax Contest governed by Article 12.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to Any Person seeking indemnification under this Agreement Section 14 (an in such capacity, the “Indemnified Party”)) in connection with any Third Party Claim shall notify, notice shall be given by in writing, the Indemnified Party to the party required to provide indemnification from which indemnity is sought under this this Section 14 (in such capacity, the “Indemnifying Party”) ), as promptly as practicable after such Indemnified Party has receives actual knowledge notice of the existence of, or its involvement in, such Third Party Claim, and the Indemnified Party shall permit . Failure to so notify the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its indemnification obligation from liability that it may have to any Indemnified Party under this Agreement Section 14, except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of by such failure to be given noticefailure. If the The Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such the defense and of all Indemnified Parties in connection with any Third Party Claim, including the employment of counsel reasonably satisfactory to settle or agree Indemnified Parties. Notwithstanding the Indemnifying Party’s decision to pay in full assume the defense of any such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of Claim, the Indemnified Party Parties shall have the right to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, employ separate counsel and to reasonably participate in the defense of any such Third Party Claim, . Such separate counsel shall consent to entry be at the sole cost and expense of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Parties, unless (a) the use of counsel chosen by the Indemnifying Party or that does not to represent the Indemnified Parties would be inappropriate under the applicable rules of professional responsibility, (b) the named parties to any Third Party Claim include as both the Indemnifying Party and an unconditional term thereof the giving by each claimant or plaintiff Indemnified Party, there are defenses available to such Indemnified Party that are different from, or in addition to, the defenses available to the Indemnifying Party, and counsel appointed by the Indemnifying Party declines to raise such different or additional defenses on such Indemnified Party’s behalf, (c) the Indemnifying Party fails to assume the defense of an irrevocable release from all liability and wrongdoing with respect to such Third Party ClaimClaim or to employ counsel reasonably satisfactory to the Indemnified Party in a timely manner or (d) the Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief. Seller In the event of any of clauses (a) through (d), all Indemnified Parties, at the Indemnifying Party’s expense, may employ separate counsel to represent or defend such Indemnified Parties in any such Third Party Claim or group of related Third Party Claims, provided, that, in no event shall the Indemnifying Party be liable for the reasonable fees and Buyers shall cooperate expenses of more than one separate firm of attorneys for all such Indemnified Parties in connection with any Third Party Claims (plus one firm of local counsel in each jurisdiction in which any such Third Party Claim is taking place). The Party controlling the defense of any Third Party Claim subject shall not compromise or settle such Third Party Claim without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, that, if the Indemnifying Party is controlling the defense of any Third Party Claim, the Indemnified Party’s consent shall not be deemed to this Article IX have been unreasonably withheld, conditioned or delayed if, and the records Indemnified Party may withhold its consent to, (a) any settlement that does not include a full general release of each shall be reasonably available all the claims against the Indemnified Parties from all parties to the other with respect litigation, (b) any settlement that requires any Indemnified Party or any of its Affiliates to such defenseperform any covenant or refrain from engaging in any activity and (c) any settlement that includes any statement as to, or an admission of, fault, violation, culpability, malfeasance or nonfeasance by, or on behalf of, the Indemnified Party or any of its Affiliates.