Common use of Third Party Claims or Actions Clause in Contracts

Third Party Claims or Actions. (i) In the event any Action is made or brought by any third party against an Indemnified Party, with respect to which the Company may have liability for Actual Damages under this Section 10, the Company shall, at its own expense, be entitled to participate in and, to the extent that it shall wish, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified Party. (ii) If the Company elects to assume control of such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, the Indemnified Party; and such party and its counsel will keep the Indemnified Party reasonably advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Party, which consent shall not be reasonably withheld. In any case, the Indemnified Party shall have the right to employ its own counsel and such counsel may participate in such Action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless (A) the employment of counsel by the Indemnified Party has been authorized in writing by the Company, (B) the Company shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such Action within five days after the Company has notice thereof, (C) the Company fails to conduct such defense or settlement in a reasonable manner, (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action on behalf of the Indemnified Party and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunder. (iii) Each party shall keep each of the other parties hereto reasonably informed of such Action at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. The obligations and liabilities of any party hereto against which indemnification is sought hereunder with respect to claims resulting from the assertion of liability by third parties shall be subject to this Section 10.3(b). (i) In the event any Action is made or brought Promptly after receipt by any third Indemnified Person of notice of any demand or claim or the commencement of any action, proceeding or investigation (an “Asserted Liability”) that could reasonably be expected to result in Damages, the Indemnified Person shall give notice thereof (a “Claims Notice”) to any other party against an obligated to provide indemnification pursuant to Section 10.2(a) or Section 10.2(b) (the “Indemnifying Persons”). Each Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Damages that have been or may be suffered by the Indemnified PartyPerson. The rights of any Indemnified Person to be indemnified hereunder shall not be adversely affected by its failure to give, or its failure to timely give, a Claims Notice with respect to which the Company may have liability for Actual Damages under this Section 10thereto unless, the Company shalland if so, at its own expense, be entitled to participate in and, only to the extent that it shall wishthat, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified PartyIndemnifying Person is prejudiced thereby. (ii) If The Indemnifying Person shall have the Company elects right, exercisable by written notice to the Indemnified Person within 60 days of receipt of a Claims Notice from the Indemnified Person, to assume the defense of such Asserted Liability, using counsel selected by the Indemnifying Person and reasonably acceptable to the Indemnified Person, if, but only if, the Indemnifying Person first agrees in writing that (i) the Indemnifying Person is responsible for all Damages relating to all matters referenced in the Claims Notice (including all Asserted Liabilities) (except to the extent that the Indemnifying Person is not responsible for such Damages as a result of application of the limitations included in this Section 10, as the case may be); provided that notwithstanding anything else herein to the contrary, the Indemnifying Person shall not have the right to assume or continue control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Person, (x) if the claim which the Indemnifying Person seeks to assume or settlement, it shall conduct such defense or settlement continue control involves a claim in which an adverse determination would reasonably be likely to result in a manner material adverse effect on the financial condition or results of operation of the Business or (y) if the Indemnified Person reasonably satisfactory determines that the Indemnifying Person is not diligently pursuing such defense. Should the Indemnifying Person elect to and effective assume the defense of the Asserted Liability, the Indemnifying Person shall not be liable to protectthe Indemnified Person for legal expenses incurred by the Indemnified Person in connection with the defense thereof after the Indemnifying Person assumes the defense thereof. Subject to the foregoing, if the Indemnifying Person elects to compromise or defend such Asserted Liability, the Indemnified Party; and Person shall cooperate in connection with the defense of such party and its counsel will keep Asserted Liability. If the Indemnifying Person elects not to compromise or defend the Asserted Liability or fails to notify the Indemnified Party reasonably advised Person of its election as to its conduct herein provided, the Indemnified Person may pay, compromise or defend such Asserted Liability. The Indemnified Person and the Indemnifying Person may participate, at their own expense, in the defense of such Asserted Liability. (iii) If any Indemnifying Person has assumed the defense of an Asserted Liability in accordance with the terms hereof, he, she or settlementit shall have the right to consent to the entry of judgment with respect to, or otherwise settle such Asserted Liability without the consent of the Indemnified Person if (i) the settlement involves solely monetary damages and no compromise (ii) the settlement contains a complete release of the Indemnified Person without further liability thereto. If the foregoing conditions are not satisfied, the Indemnifying Person shall have the right to consent to the entry of judgment with respect to, or settlement shall be agreed or made without otherwise settle such Asserted Liability only upon receipt of the written consent of the Indemnified PartyPerson, which consent shall not be reasonably withheldunreasonably withheld or delayed. In any caseIf the Indemnified Person does not give such consent, the Indemnified Indemnifying Party shall have resume the right to employ its own counsel and such counsel may participate in such Action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless (A) the employment of counsel by the Indemnified Party has been authorized in writing by the Company, (B) the Company shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such Action within five days after the Company has notice thereof, (C) the Company fails to conduct such defense or settlement in a reasonable manner, (D) the diligent defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action on behalf of the Indemnified Party and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunderAsserted Liability. (iii) Each party shall keep each of the other parties hereto reasonably informed of such Action at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action claim, action, suit or proceeding is made or brought by any third party against an the Indemnified Party, with respect to which the Company Indemnifying Party may have liability for Actual Damages under this Section 1010 of this Agreement, the Company Indemnifying Party shall, at its own expense, be entitled to participate in and, to the extent that it shall wish, jointly and with any other Indemnifying Party, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified Party, provided that in assuming the defense of any such third party claim, action, suit or proceeding, the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party shall thereafter be liable for any Damage with respect to such claim, action, suit or proceeding. (ii) If the Company Indemnifying Party elects to assume control of such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, protect the Indemnified PartyParty fully; and such party company and its counsel will keep the Indemnified Party reasonably fully advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Party, which consent shall not be reasonably withheld. In any case, the Indemnified Party shall have the right to employ its own counsel and such counsel may participate in such Actionaction, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless (A) the employment of counsel by the Indemnified Party has been authorized in writing by the CompanyIndemnifying Party, (B) the Company Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action, (C) the Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified Party to assume the defense of such Action within five days after action and shall have been so notified by the Company has notice thereofIndemnified Party, (CD) the Company Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to it or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the financial resources of the Indemnifying Party or the scope of this Agreement, or (E) the Indemnifying Party fails to conduct such defense or settlement in a reasonable mannermanner reasonably satisfactory to protect the Indemnified Party fully. If clause (B), (C), (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then counsel for the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable fees and disbursements of such counsel shall constitute Damages hereunder. (iii) If the Indemnifying Party does not elect to assume the defense of any such claim, or if they fail to conduct said defense or settlement in a manner reasonably satisfactory to protect the Indemnified Party fully, the Indemnified Party may engage independent counsel selected by the Indemnified Party to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party indemnified party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the determine. The reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunder. (iiiiv) Each party The Buyer and the Selling Parties, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action claim, action, suit or proceeding at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action is made or brought by any third party against an Indemnified Partyindemnified party, with respect to which the Company an indemnifying party may have liability for Actual Damages under this Section 10Agreement, the Company shall, at its own expense, indemnifying party shall be entitled to participate in in, and, to the extent that it shall wish, to assume the defensedefense thereof, with independent counsel reasonably satisfactory to such indemnified party, provided that in assuming the Indemnified Partydefense of any such third party Action, the indemnifying party acknowledges in writing to the indemnified party that the indemnifying party shall thereafter be liable, to the extent herein provided, for any Loss and any Litigation Expense with respect to such Action. (ii) If the Company elects indemnifying parties elect to assume control the defense of any such third-party Action, the indemnifying parties shall have the right to contest, pay, settle or compromise any such Action on such terms and conditions as the indemnifying parties may determine; provided, however, that (A) the indemnifying parties shall not settle or compromise any Action or consent to the entry of any judgment that does not include an unconditional term releasing the indemnified party from all liability in respect of such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, the Indemnified Party; and such party and its counsel will keep the Indemnified Party reasonably advised as to its conduct of such defense or settlementasserted liability, and (B) no compromise settlement that imposes any liability or settlement obligation on the indemnified party (other than the payment of money damages that will be paid entirely by the indemnifying party), shall be agreed or made without the indemnified party's written consent of the Indemnified Party, (which consent shall not be reasonably unreasonably withheld). In any caseAfter notice from the indemnifying parties to such indemnified party of the indemnifying parties' election so to assume the defense thereof, the Indemnified Party indemnifying parties shall not be liable to such indemnified party for any Litigation Expense or other expenses incurred after the date of receipt of such notice by the indemnified party. The indemnified party shall have the right to employ its own counsel and such counsel may participate in such Action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Partysuch indemnified party, when and as incurred, unless . (Aiii) If the employment of counsel by the Indemnified Party has been authorized in writing by the Company, (B) the Company shall indemnifying parties do not in fact have employed counsel reasonably satisfactory to the Indemnified Party elect to assume the defense of such Action within five days after the Company has notice thereof, (C) the Company fails to conduct such defense or settlement in a reasonable manner, (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both indemnified party may engage counsel selected by the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available indemnified party to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in assume the defense of such Action on behalf of the Indemnified Party and may contest, pay, contest and pay or may settle or compromise any such claim on claim. The fees and disbursements of such terms and conditions as counsel shall constitute Litigation Expense hereunder. Notwithstanding the Indemnified Party may determine foregoing, (subject A) if the indemnifying parties acknowledge in writing to the indemnified party that the indemnifying parties shall thereafter be liable, to the extent herein provided, for any Loss and any Litigation Expense with respect to such Action, then the selection of such counsel shall require the prior written consent of the Company which shall indemnifying parties (such consent not to be unreasonably withheld), and the reasonable fees and disbursements (B) any settlement or compromise of such one counsel Action shall require the prior written consent of the indemnifying parties (and local counsel) shall constitute Actual Damages hereundersuch consent not to be unreasonably withheld). (iiiiv) Each The indemnified party and the indemnifying parties, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action is made or brought by any third party against an Indemnified Party, with respect to which the Company may have liability for Actual Damages under this Section 10, the Company shall, at its own expense, be entitled to participate in and, to the extent that it shall wish, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified Party. (ii) If the Company elects Indemnifying Parties elect to assume control of such defense or settlement, it they shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, protect the Indemnified PartyParty fully; such companies and such party and its their counsel will keep the Indemnified Party reasonably fully advised as to its their conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Party, which consent shall not be reasonably withheld's written consent. In any case, the Indemnified Party shall have the right to employ its own counsel and such counsel may participate in such Actionaction, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless (A) the employment of counsel by the Indemnified Party has been authorized in writing by the CompanyIndemnifying Parties, (B) the Company Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Parties and the Indemnified Party in the conduct of the defense of such action, (C) the Indemnifying Parties shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified Party to assume the defense of such Action within five days after action and shall have been so notified by the Company has notice thereofIndemnified Party, (CD) the Company fails Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party or (E) the Indemnifying Parties fail to conduct such defense or settlement in a reasonable mannermanner reasonably satisfactory to protect the Indemnified Party fully. If clause (B), (C), (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then counsel for the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate fully in the defense of such Action claim, action, suit or proceeding on behalf of the Indemnified Party and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunder. (iii) Each party shall keep each of the other parties hereto reasonably informed of such Action at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action claim, action, suit or proceeding is made or brought by any third party against an the Indemnified Party, with respect to which the Company Indemnifying Party may have liability for Actual Damages under this Section 1010 of this Agreement, the Company Indemnifying Party shall, at its own expense, be entitled to participate in and, to the extent that it shall wish, jointly and with any other Indemnifying Party, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified Party. (ii) If the Company Indemnifying Party elects to assume control of such defense or settlement, it they shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, protect the Indemnified PartyParty fully; and such party Indemnifying Party and its counsel will keep the Indemnified Party reasonably fully advised as to its the conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Party, Party which consent shall not be reasonably withheldunreasonably withheld or delayed. In any case, the Indemnified Party shall have the right to employ its own counsel and such counsel may participate in such Actionaction, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless (A) the employment of counsel by the Indemnified Party has been authorized in writing by the CompanyIndemnifying Party, (B) the Company Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action, (C) the Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified Party to assume the defense of such Action within five days after action and shall have been so notified by the Company has notice thereofIndemnified Party, (CD) the Company Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to it or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the financial resources of the Indemnifying Party or the scope of this Agreement, or (E) the Indemnifying Party fails to conduct such defense or settlement in a reasonable mannermanner reasonably satisfactory to protect the Indemnified Party fully. If clause (B), (C), (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then counsel for the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable fees and disbursements of such counsel shall constitute Damages hereunder. (iii) If the Indemnifying Party do not elect to assume the defense of any such claim, or if they fail to conduct said defense or settlement in a manner reasonably satisfactory to protect the Indemnified Party fully, the Indemnified Party may engage independent counsel selected by the Indemnified Party to assume the defense and may, with the prior written consent of the Indemnifying Parties, which shall not be unreasonably withheld or delayed, contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunder. (iii) Each party shall keep each of the other parties hereto reasonably informed of such Action at all stages thereof whether or not such party is represented by its own counsel.may

Third Party Claims or Actions. (i) In the event any Action is made or brought ----------------------------- by any third party against an Indemnified Partyindemnified party, with respect to which the Company an indemnifying party may have liability for Actual Damages under this Section 10Agreement, the Company shall, at its own expense, indemnifying party shall be entitled to participate in in, and, to the extent that it shall wish, to assume the defensedefense thereof, with independent counsel reasonably satisfactory to the Indemnified Partysuch indemnified party. (ii) If the Company elects indemnifying parties elect to assume control the defense of any such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protectthird-party Action, the Indemnified Party; indemnifying parties shall have the sole right to contest, pay, settle or compromise any such Action on such terms and conditions as the indemnifying parties may determine. After notice from the indemnifying parties to such indemnified party and its counsel will keep the Indemnified Party reasonably advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Partyindemnifying parties' election so to assume the defense thereof, which consent the indemnifying parties shall not be reasonably withheldliable to such indemnified party for any legal or other expenses incurred after the date of receipt of such notice by the indemnified party. In any case, the Indemnified Party The indemnified party shall have the right to employ its own counsel and such counsel may participate in such Action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Partysuch indemnified party, when and as incurred, unless . (Aiii) If the employment of counsel by the Indemnified Party has been authorized in writing by the Company, (B) the Company shall indemnifying parties do not in fact have employed counsel reasonably satisfactory to the Indemnified Party elect to assume the defense of such Action within five days after the Company has notice thereof, (C) the Company fails to conduct such defense or settlement in a reasonable manner, (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants inindemnified party may engage independent counsel selected by the indemnified party to assume the defense and may contest and pay, or targets ofand, any such Action include both with the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) consent of the preceding sentence shall be applicableindemnifying parties, then the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action on behalf of the Indemnified Party and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the reasonable claim. The fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages Litigation Expense hereunder. (iiiiv) Each The indemnified party and the indemnifying parties, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action is made or brought by any third party against an Indemnified Partyindemnified party, with respect to which the Company an indemnifying party may have liability for Actual Damages under this Section 10Agreement, the Company shall, at its own expense, indemnifying party shall be entitled to participate in in, and, to the extent that it shall wish, to assume the defensedefense thereof, with independent counsel reasonably satisfactory to such indemnified party, provided that in assuming the Indemnified Partydefense of any such third party Action, the indemnifying party acknowledges in writing to the indemnified party that the indemnifying party shall thereafter be liable for any Loss and, to the extent herein provided, any Litigation Expense with respect to such Action. (ii) If the Company indemnifying party elects to assume control the defense of any such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protectthird-party Action, the Indemnified Party; indemnifying party shall have the right to contest, pay, settle or compromise any such Action on such terms and such conditions as the indemnifying party and its counsel will keep may determine, with the Indemnified Party reasonably advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the indemnified party's written consent of the Indemnified Party, (which consent shall not be reasonably unreasonably withheld); provided that the indemnifying party shall not settle or compromise any Action or consent to the entry of any judgment that does not include an unconditional term releasing the indemnified party from all liability in respect of such asserted liability. In any caseAfter notice from the indemnifying party to such indemnified party of the indemnifying party's election so to assume the defense thereof, the Indemnified Party indemnifying party shall not be liable to such indemnified party for any legal or other expenses incurred by the indemnified party after the date of receipt of such notice by the indemnified party. The indemnified party shall have the right to employ its own counsel and such counsel may participate in such Action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Partysuch indemnified party, when and as incurred, unless . (Aiii) If the employment of counsel by the Indemnified Party has been authorized in writing by the Company, (B) the Company shall indemnifying party does not in fact have employed counsel reasonably satisfactory to the Indemnified Party elect to assume the defense of such Action within five days after the Company has notice thereof, (C) the Company fails to conduct such defense or settlement in a reasonable manner, (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both indemnified party may engage counsel selected by the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available indemnified party to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in assume the defense of such Action on behalf of the Indemnified Party and may contest, pay, contest and pay or settle or compromise any such claim on such terms and conditions as (provided that no settlement or compromise shall be effected without the Indemnified Party may determine (subject to the prior written consent of the Company indemnifying party, which consent shall not be unreasonably withheld, delayed or conditioned), and the reasonable . The fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages Litigation Expense hereunder. (iiiiv) Each The indemnified party and the indemnifying party, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action claim, action, suit or proceeding is made or brought by any third party against an Indemnified Partythe Buyer, with respect to which the Company Seller may have liability for Actual Damages under this Section 1011 of this Agreement, the Company Seller shall, at its own expense, be entitled to participate in and, to the extent that it shall wish, jointly and with any other indemnifying party, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified PartyBuyer, provided that in assuming the defense of any such third party claim, action, suit or proceeding, the Seller acknowledges in writing to the Buyer that the Seller shall thereafter be liable for any Damage with respect to such claim, action, suit or proceeding. (ii) If the Company Seller elects to assume control of such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, protect the Indemnified PartyBuyer fully; and such party company and its counsel will keep the Indemnified Party reasonably Buyer fully advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Party, which consent shall not be reasonably withheldBuyer. In any case, the Indemnified Party Buyer shall have the right to employ its own counsel and such counsel may participate in such Actionaction, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified PartyBuyer, when and as incurred, unless (A) the employment of counsel by the Indemnified Party Buyer has been authorized in writing by the CompanySeller, (B) the Company Buyer shall have reasonably concluded that there may be a conflict of interest between the Seller and the Buyer in the conduct of the defense of such action, (C) the Seller shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified Party Buyer to assume the defense of such Action within five days after action and shall have been so notified by the Company has notice thereofBuyer, (CD) the Company Buyer shall have reasonably concluded and specifically notified the Seller either that there may be specific defenses available to it which are different from or additional to those available to it or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the financial resources of the Seller or the scope of this Agreement, or (E) the Seller fails to conduct such defense or settlement in a reasonable mannermanner reasonably satisfactory to protect the Buyer fully. If clause (B), (C), (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then counsel for the Indemnified Party Buyer shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action claim, action, suit or proceeding on behalf of the Indemnified Party Buyer and the reasonable fees and disbursements of such counsel shall constitute Damages hereunder. (iii) If the Seller does not elect to assume the defense of any such claim, or if it fails to conduct said defense or settlement in a manner reasonably satisfactory to protect the Buyer fully, the Buyer may engage independent counsel selected by the Buyer to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party indemnified party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the determine. The reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunder. (iiiiv) Each party The Buyer and the Seller, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action claim, action, suit or proceeding at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action claim, action, suit or proceeding is made or brought by any third party against an the Indemnified Party, with respect to which the Company Indemnifying Party may have liability for Actual Damages under this Section 1010 of this Agreement, the Company Indemnifying Party shall, at its own expense, be entitled to participate in and, to the extent that it shall wish, jointly and with any other indemnifying party, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified Party, provided that in assuming the defense of any such third party claim, action, suit or proceeding, the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party shall thereafter be liable for any Damage with respect to such claim, action, suit or proceeding. (ii) If the Company Indemnifying Party elects to assume control of such defense or settlement, it they shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, protect the Indemnified PartyParty fully; and such party the Indemnifying Party and its counsel will keep the Indemnified Party reasonably fully advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Party, which consent shall not be reasonably withheld. In any case, the Indemnified Party shall have the right to employ its own counsel and such counsel may participate in such Actionaction, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless (A) the employment of counsel by the Indemnified Party has been authorized in writing by the CompanyIndemnifying Party, (B) the Company Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action, (C) the Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified Party to assume the defense of such Action within five days after action and shall have been so notified by the Company has notice thereofIndemnified Party, (CD) the Company Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either that there may be specific defenses available to it which are different from or additional to those available to it or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the financial resources of the Indemnifying Party or the scope of this Agreement, or (E) the Indemnifying Party fails to conduct such defense or settlement in a reasonable mannermanner reasonably satisfactory to protect the Indemnified Party fully. If clause (B), (C), (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then counsel for the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action claim, action, suit or proceeding on behalf of the Indemnified Party and the reasonable fees and disbursements of such counsel shall constitute Damages hereunder. (iii) If the Indemnifying Party does not elect to assume the defense of any such claim, or if they fail to conduct said defense or settlement in a manner reasonably satisfactory to protect the Indemnified Party fully, the Indemnified Party may engage independent counsel selected by the Indemnified Party to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the determine. The reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunder. (iiiiv) Each party The Indemnified Party and the Indemnifying Party, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action claim, action, suit or proceeding at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In Except as otherwise provided in Section 5.8(b), in the event any Action claim, action, suit or proceeding is made or brought by any third party against an Indemnified Partythe Buyer, the Company, the Subsidiary or the Seller with respect to which the Company Buyer or the Seller may have liability for Actual Damages under this Section 10Article VI, the Company indemnifying party shall, at its own expense, be entitled to participate in and, to the extent that it shall wish, to assume the defense, with independent counsel reasonably satisfactory to the Indemnified Partyindemnified party; provided, that in assuming the defense of any such third party claim, action, suit or proceeding, the indemnifying party acknowledges in writing to the indemnified party that the indemnifying party shall thereafter be liable for any Damage with respect to such claim, action, suit or proceeding. (ii) If the Company indemnifying party elects to assume control of such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protect, protect the Indemnified Partyindemnified party fully; and such indemnifying party and its counsel will keep the Indemnified Party reasonably indemnified party fully advised as to its conduct of such defense or settlement, ; and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Party, indemnified party (which consent shall not be reasonably unreasonably withheld) unless the sole relief is monetary damages for which the indemnifying party assumes in writing full responsibility for payment and has demonstrated the financial resources to make such payment. In any case, the Indemnified Party indemnified party shall have the right to employ its own counsel and such counsel may participate in such Actionaction, but the fees and expenses of such counsel shall be at the expense of the Indemnified Partyindemnified party, when and as incurred, unless (A) the employment of counsel by the Indemnified Party indemnified party has been authorized in writing by the Companyindemnifying party, (B) the Company indemnified party shall have reasonably concluded that there may be a conflict of interest between the indemnifying party and the indemnified party in the conduct of the defense of such action, (C) the indemnifying party shall not in fact have employed independent counsel reasonably satisfactory to the Indemnified Party indemnified party to assume the defense of such Action within five days after action and shall have been so notified by the Company has notice thereofindemnified party, (CD) the Company indemnified party shall have reasonably concluded and specifically notified the indemnifying party either that there may be specific defenses available to it which are different from or additional to those available to it or that such claim, action, suit or proceeding involves or could have a Material Adverse Effect upon it beyond the financial resources of the indemnifying party or the scope of this Agreement, or (E) the indemnifying party fails to conduct such defense or settlement in a reasonable mannermanner reasonably satisfactory to protect the indemnified party fully. Notwithstanding Section 6.2(b)(i) above, if clause (B), (C), (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then counsel for the Indemnified Party indemnified party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action claim, action, suit or proceeding on behalf of the Indemnified Party indemnified party and the reasonable fees and disbursements of such counsel shall constitute Damages hereunder. (iii) If the indemnifying party does not elect to assume the defense of any such claim, or if it fails to conduct said defense or settlement in a manner reasonably satisfactory to protect the indemnified party fully, the indemnified party may engage independent counsel selected by the indemnified party to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party indemnified party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the determine. The reasonable fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages hereunder. (iii) Each party shall keep each of the other parties hereto reasonably informed of such Action at all stages thereof whether or not such party is represented by its own counsel.

Third Party Claims or Actions. (i) In the event any Action is made or brought by any third party against an Indemnified Partyindemnified party, with respect to which the Company an indemnifying party may have liability for Actual Damages under this Section 10Agreement, the Company shall, at its own expense, indemnifying party shall be entitled to participate in in, and, to the extent that it shall wish, to assume the defensedefense thereof, with independent counsel reasonably satisfactory to the Indemnified Partysuch indemnified party. (ii) If the Company elects indemnifying parties elect to assume control the defense of any such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protectthird-party Action, the Indemnified Partyindemnifying parties shall have the sole right to contest, pay, settle or compromise any such Action on such terms and conditions as the indemnifying parties may determine; and such provided, however, that the indemnifying party and its counsel will keep the Indemnified Party reasonably advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made not without the indemnified party's written consent of the Indemnified Party, (which consent shall not be reasonably unreasonably withheld) settle or compromise any Action or consent to the entry of any judgment that does not include an unconditional term releasing the indemnified party from all liability in respect of such asserted liability. In any caseAfter notice from the indemnifying parties to such indemnified party of the indemnifying parties' election so to assume the defense thereof, the Indemnified Party indemnifying parties shall not be liable to such indemnified party for any legal or other expenses incurred after the date of receipt of such notice by the indemnified party. The indemnified party shall have the right to employ its own counsel and such counsel may participate in such Action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Partysuch indemnified party, when and as incurred, unless . (Aiii) If the employment of counsel by the Indemnified Party has been authorized in writing by the Company, (B) the Company shall indemnifying parties do not in fact have employed counsel reasonably satisfactory to the Indemnified Party elect to assume the defense of such Action within five days after the Company has notice thereof, (C) the Company fails to conduct such defense or settlement in a reasonable manner, (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants in, or targets of, any such Action include both indemnified party may engage counsel selected by the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available indemnified party to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) of the preceding sentence shall be applicable, then the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in assume the defense of such Action on behalf of the Indemnified Party and may contest, contest and pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to and, with the consent of the Company indemnifying parties (which shall not be unreasonably withheld), and the reasonable may settle or compromise any such claim. The fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages Litigation Expense hereunder. (iiiiv) Each The indemnified party and the indemnifying parties, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action at all stages thereof whether or not such party is represented by its own counsel. (v) The Sellers have elected to defend the Action currently pending in which certain federal income tax liabilities have been asserted against the Company, for which the Buyer is entitled to indemnification under Section 5.1(b). The Sellers retain the sole right to defend, contest, pay, settle or compromise such Action or any subsequent or related Action involving such federal income tax liabilities. The Buyer will cause the Company, after the Closing, to provide all cooperation and assistance reasonably required for the proper and adequate defense of such Action or any such subsequent or related Action.

Third Party Claims or Actions. (i) In the event any Action is made or brought by any third party against an Indemnified Partyindemnified party, with respect to which the Company an indemnifying party may have liability for Actual Damages under this Section 10Agreement, the Company shall, at its own expense, indemnifying party shall be entitled to participate in in, and, to the extent that it shall wish, to assume the defensedefense thereof, with independent counsel reasonably satisfactory to the Indemnified Partysuch indemnified party. (ii) If the Company elects indemnifying parties elect to assume control the defense of any such defense or settlement, it shall conduct such defense or settlement in a manner reasonably satisfactory to and effective to protectthird-party Action, the Indemnified Party; indemnifying parties shall have the sole right to contest, pay, settle or compromise any such Action on such terms and conditions as the indemnifying parties may determine. After notice from the indemnifying parties to such indemnified party and its counsel will keep the Indemnified Party reasonably advised as to its conduct of such defense or settlement, and no compromise or settlement shall be agreed or made without the written consent of the Indemnified Partyindemnifying parties' election so to assume the defense thereof, which consent the indemnifying parties shall not be reasonably withheldliable to such indemnified party for any legal or other expenses incurred after the date of receipt of such notice by the indemnified party. In any case, the Indemnified Party The indemnified party shall have the right to employ its own counsel and such counsel may participate in such Action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Partysuch indemnified party, when and as incurred, unless . (Aiii) If the employment of counsel by the Indemnified Party has been authorized in writing by the Company, (B) the Company shall indemnifying parties do not in fact have employed counsel reasonably satisfactory to the Indemnified Party elect to assume the defense of such Action within five days after the Company has notice thereof, (C) the Company fails to conduct such defense or settlement in a reasonable manner, (D) the defense of the Indemnified Party by the Company would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such Action, or (E) the actual or potential defendants inindemnified party may engage independent counsel selected by the indemnified party to assume the defense and may contest and pay, or targets ofand, any such Action include both with the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may be legal defenses available to such Indemnified Party which are different from or in addition to those available to the Company. If any clause (A) through (E) consent of the preceding sentence shall be applicableindemnifying parties, then the Indemnified Party shall have the right to employ one separate counsel (and any required local counsel) to direct or participate in the defense of such Action on behalf of the Indemnified Party and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine (subject to the consent of the Company which shall not be unreasonably withheld), and the reasonable claim. The fees and disbursements of such one counsel (and local counsel) shall constitute Actual Damages Litigation Expense hereunder. (iiiiv) Each The indemnified party and the indemnifying parties, as the case may be, shall keep each of the other parties hereto reasonably be kept fully informed of such Action at all stages thereof whether or not such party is represented by its own counsel.