Common use of Third Party Claims Procedure Clause in Contracts

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively (the “Third Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, except to the extent of any actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding for which indemnification is being received.

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Bona Vida Trupet Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.65.7, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.65.7, except to the extent of any actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.65.7, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding for which indemnification is being received.

Third Party Claims Procedure. In the event that any Indemnified Party seeks indemnification hereunder based on a Third Party Claim, the Indemnifying Party shall have the right (i) Promptly (without prejudice to the right of the Indemnified Party to employ separate counsel at its own expense and to participate in the defense of such Third Party Claim and in any event within five days after the service of any summons compromise, settlement or other documentstrategic decision relating thereto) after acquiring knowledge of any third party Action for which one to defend or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “prosecute such Third Party Indemnified Party”) may seek indemnification against Claim at its own expense through counsel of its own choosing if the Bona Vida Shareholders or BCC, respectively (the “Third Indemnifying Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written gives notice thereof to the Indemnified Party within thirty (30) days after receipt of the Third Party Claim Notice or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice (the "ELECTION PERIOD"). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to file any motion, answer or other pleading that shall be necessary or appropriate to protect its rights or the rights of the Indemnifying Party. Failure If (i) the Election Period expires or (ii) the Indemnifying Party notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to provide notice shall not relieve defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall be entitled prosecute or defend the Third Party Claim and recover from the Indemnifying Party all of its obligations under this Section 5.6, except to the extent reasonable costs and expenses (including reasonable attorney's fees) associated therewith. Notwithstanding the assumption of the defense of any actual damage caused by that failure. The Third Party Claim by the Indemnified Party pursuant to this paragraph, the Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that approve the terms of the settlement or compromise provide for the unconditional release of the any Third Party Indemnified PartyClaim, require the payment of monetary damages only, is which approval shall not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party be unreasonably delayed or its businesswithheld. (ii) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding for which indemnification is being received.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party "Indemnified Party”") may seek indemnification against the Bona Vida Shareholders or BCC, respectively other Parties (the “Third Party "Indemnifying Party”") pursuant to this Section 5.6Article V, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.65.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action Claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action Claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such ActionClaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action Claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action Claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the ActionClaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any ActionClaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (iib) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6Article V, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding Claim for which indemnification is being received. (c) In the event that the Claim is asserted by one of the Parties to this Agreement either based on a direct Claim by a Party or a third party Claim, the procedure set forth in this Section 5.2(c) shall control. The ENTK Designees or the Timefire Designees (or their successors), as those terms are defined herein, may initiate an arbitration proceeding (pursuant to Section 7.12) on behalf of ENTK or the Timefire Members, as the case may be, alleging a breach of this Agreement and seeking to reduce or increase the Timefire Merger Consideration as a result of the breach, pursuant to and subject to Section 5.3. Such arbitration proceeding shall be pursuant to the terms and procedures as set forth below in Section 7.7. (d) For purposes of this Agreement the ENTK Designee shall be authorized to provide notices on behalf of ENTK following the Closing and the Timefire Designees shall be authorized to provide notices on behalf of Timefire.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after following the service receipt of any summons or other document) after acquiring knowledge notice of any third party Action a Third Party Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) it may seek indemnification against hereunder, the Bona Vida Shareholders or BCC, respectively (party receiving the “Third Party Indemnifying Party”) pursuant to this Section 5.6, notice of the Third Party Indemnified Claim shall notify the Indemnifying Party shall give written notice thereof to of such Third Party Claim explaining in reasonable detail the Third Party Indemnifying PartyClaim. Failure The failure to provide give such notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, Agreement except to the extent that the Indemnifying Party is prejudiced as a result of any actual damage caused the failure to give such notice. Within 15 business days after receipt of the notice by that failure. The Third the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall have notify the right Indemnified Party whether it elects to assume undertake the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to Claim; provided that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in may so elect to undertake the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party claim without the consent of the Third Party Indemnified Party provided that only if such claim involves money damages and if the terms adverse determination of such claim, singly or in the settlement or compromise provide for the unconditional release of the Third Party Indemnified Partyaggregate, require the payment of monetary damages only, is would not likely to result in criminal proceedings and is not likely reasonably be expected to have a Material Adverse Effect on the business of the Indemnified Party; provided, further, the Indemnifying Party must elect to undertake the defense of any Third Party Claims relating to Section 8.3(c). Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its businessown expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim through counsel of its own choosing. The party that defends the Third Party Claim shall keep the other party fully advised of the progress and disposition of such claim. (iib) Upon its receipt In the event the Indemnifying Party elects not to undertake the defense of any amount paid by a Third Party Claim or fails to pursue diligently the defense of such claim and the Indemnified Party litigates or otherwise contests or settles the Third Party Claim, then the Indemnifying Party pursuant shall promptly reimburse the Indemnified Party for all Damages, including any amounts paid to litigate or otherwise contest or settle such claim and all amounts paid in satisfaction of a judgment against the Indemnified Party in contesting such claim and in providing its right to indemnification hereunder, all in accordance with the provisions of this Section 5.6, the Article VIII. (c) No Third Party Claim will be settled by the Indemnifying Party or the Indemnified Party without the consent of the other, which consent will not be unreasonably withheld or delayed; provided, however, that if such claim asserts that the Indemnifying Party is jointly and severally liable and the Indemnified Party shall deliver be fully released from all liability relating to such Third Party Claim in connection with such settlement, the Indemnifying Party shall not be required to obtain the consent of the Indemnified Party. The party in charge of the defense or any settlement negotiations shall keep the other party apprised at all times as to the Third Party Indemnifying Party such documents as it may reasonably request assigning to status of the Third Party Indemnifying Party defense or any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties settlement negotiations with respect to the Proceeding for which indemnification is being receivedthereto.

Third Party Claims Procedure. The obligations of the Parties provided for in Section 10.2 and 10.3, as applicable, with respect of Claims made or asserted by a third party (i“Third-Party Claims”) shall be performed in accordance with the following procedures: (a) Promptly (and in any event within five days after receipt by the service Indemnified Party of notice of a Third-Party Claim or the commencement of any summons or other document) after acquiring knowledge of Legal Proceeding involving such a Claim that could reasonably be expected to give rise to any third party Action for Losses against which one or more of either a BCC the Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) may expects to seek indemnification against the Bona Vida Shareholders or BCC, respectively (the “Third Party Indemnifying Party”) pursuant to under this Section 5.6Article X, the Third Party Indemnified Party shall give deliver to the Indemnifying Party a written notice thereof which shall state the nature of the Third-Party Claim and a brief description of the alleged basis therefor and provide a reasonably detailed statement of the facts required in order for the Indemnifying Party to evaluate the Third Third-Party Claim and decide whether to assume the defense thereof; provided, however, that the failure to so notify the Indemnifying Party. Failure to provide notice Party shall not relieve it from any liability that it may have to the Third Party Indemnifying Party of its obligations under this Section 5.6Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced as a result of any actual damage caused such failure, including as a result of the incurrence of additional Losses by the Indemnifying Party or the forfeiture of substantive rights or defenses that failure. The Third would otherwise be available in the defense of such Third-Party Claim. (b) If a Legal Proceeding is commenced by a third party against an Indemnified Party and it gives notice to the Indemnifying Party in accordance with paragraph (a) above, the Indemnifying Party shall have the right be entitled to assume the defense of any Action such Legal Proceeding at the expense of the Indemnifying Party with one law firm counsel reasonably acceptable satisfactory to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party The Indemnified Party shall have the right to defend employ separate counsel in any such Legal Proceeding and participate in the action resulting from the Action by counsel of its own choosingdefense thereof, but the fees and expenses of such counsel shall be at the cost and expense of the Third Indemnified Party unless (i) the employment of such counsel at the expense of the Indemnifying Party shall have been specifically authorized in writing by the Indemnifying Party. The Third , (ii) the Indemnifying Party shall have failed to assume the defense of such Legal Proceeding with counsel reasonably satisfactory to the Indemnified Party within a reasonable period after receipt by it of the notice referred to in paragraph (a) above (unless such failure is due to the Indemnified Party failing or refusing to acknowledge that the Indemnifying Party is entitled to assume the defense thereof) or (iii) the named parties to any such Legal Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is one or more legal defenses available to it that are in conflict in any material respect with those available to the right Indemnifying Party such that an assertion of such legal defenses by the Indemnifying Party on behalf of the Indemnified Party could reasonably be expected to settle result in material prejudice to the Indemnified Party. If clause (ii) or compromise (iii) above are applicable in the case of any Action against itLegal Proceeding, then (notwithstanding the first sentence of this paragraph (b)) the Indemnifying Party shall not be entitled to assume the defense of the such Legal Proceeding, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise conduct the defense thereof at the expense of the Indemnifying Party; provided, however, that, in any Action. The Third Party such case, the Indemnifying Party shall have not, in connection with any one action or separate but substantially similar or related actions arising out of the right same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to settle any local counsel) for the Indemnified Party. Except as provided in clause (i), (ii) or compromise any Action against (iii) above, after notice from the Third Indemnifying Party to the Indemnified Party of its election to assume the defense of any Legal Proceeding, the Indemnifying Party shall not be liable to the Indemnified Party for any attorney’s fees or other costs or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. (c) The Indemnifying Party shall not, without the prior written consent of the Third Party each Indemnified Party provided that (which consent shall not be unreasonably withheld or delayed), settle, compromise or consent to the terms entry of any judgment with respect to any pending or threatened Legal Proceeding in respect of which indemnification is being sought by such Indemnified Party hereunder (whether or not the settlement Indemnified Party is an actual or potential party to such Legal Proceeding) unless such settlement, compromise provide for the or consent includes an unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt from all liability arising out of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6, the Third Party such Legal Proceeding. An Indemnified Party shall deliver not compromise or consent to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party entry of any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties judgment with respect to the any pending or threatened Legal Proceeding for in respect of which indemnification is being receivedsought by the Indemnified Party hereunder, without the prior written consent of the Indemnifying Party.

Third Party Claims Procedure. (i) Promptly (and in In the event that any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or seeks indemnification hereunder based on a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Claim, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, except to the extent of any actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable (without prejudice to the Third Party right of the Indemnified Party upon delivery of notice to that effect employ separate counsel at its own expense and to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party participate in the defense of such Action, the Third Party Indemnified Claim and in any compromise, settlement or strategic decision relating thereto) to control the defense or prosecution of such Third Party shall have the right to defend the action resulting from the Action by Claim at its own expense through counsel of its own choosing, but at choosing if the cost and expense Indemnifying Party gives notice thereof to the Indemnified Party within thirty (30) days after receipt of the Third Party Claim Notice, or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice (the “Election Period”). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to file any motion, answer or other pleading that shall be necessary or appropriate to protect its rights or the rights of the Indemnifying Party. The If (i) the Election Period expires, or (ii) the Indemnifying Party notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have be entitled prosecute or defend the right to settle or compromise any Action against it, Third Party Claim and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent all of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings reasonable costs and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessexpenses (including reasonable attorney’s fees) associated therewith. (ii) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding for which indemnification is being received.

Third Party Claims Procedure. (i) Promptly (and in any event Each of the parties hereto, within five (5) days after the service of process upon either of them in a lawsuit, including any summons or other document) after acquiring knowledge notices of any third party Action for court action or administrative action (or any other type of action or proceeding), or promptly after either of them, to its respective knowledge, shall become subject to, or possess actual knowledge of, any damage, liability, loss, cost, expense, or claim to which one or more any of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCCprovisions set forth in this Agreement relate, respectively (the “Third Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Partyother party setting forth the facts relating to the claim, damage, or loss, if available, and the estimated amount of the same. Failure to provide “Promptly” for purposes of this Section 11.3 shall mean giving notice within ten (10) days, provided that the failure promptly notify the indemnifying party shall not relieve operate to waive, reduce or extinguish the Third Party Indemnifying Party indemnified party’s rights hereunder unless such failure materially prejudices the indemnifying party. Upon receipt of such notice relating to a lawsuit, the indemnifying party shall be entitled to (i) participate at its obligations under this Section 5.6own expense in the defense or investigation of any claim or lawsuit or (ii) assume the defense thereof, except in which event the indemnifying party shall not be liable to the extent indemnified party for legal or attorney fees thereafter incurred by such indemnified party in defense of such action or claim; provided, that if the indemnified party may have any actual damage caused by that failure. The Third Party Indemnifying Party unindemnified liability out of such claim, such party shall have the right to approve the counsel selected by the indemnifying party, which approval shall not be withheld unreasonably. If the indemnifying party assumes the defense of any claim or lawsuit, all costs of defense of such claim or lawsuit shall thereafter be borne by such party and such party shall have the authority to compromise and settle such claim or lawsuit, or to appeal any adverse judgment or ruling with the cost of such appeal to be paid by such party; provided, however, if the indemnified party may have any unindemnified liability arising out of such claim or lawsuit the indemnifying party shall have the authority to compromise and settle each such claim or lawsuit only with the written consent of the indemnified party, which shall not be withheld unreasonably. The indemnified party may continue to participate in any litigation at its expense after the indemnifying party assumes the defense of such action. In the event the indemnifying party does not elect to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action a claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Actionlawsuit, the Third Party Indemnified Party indemnified party shall have authority to compromise and settle such claim or lawsuit only with the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement indemnifying party, which consent shall not be unreasonably withheld, or compromise provide for the unconditional release of the Third Party Indemnified Partyto appeal any adverse judgment or ruling, require the payment of monetary damages onlywith all costs, is not likely fees, and expenses indemnifiable under this Agreement to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt of any amount be paid by the Third Party Indemnifying Party pursuant indemnifying party. Upon the indemnified party’s furnishing to the indemnifying party an estimate of any loss, damage, liability, or expense to which the indemnification provisions of this Section 5.6Agreement relate, the Third Party Indemnified Party indemnifying party shall deliver pay to the Third Party Indemnifying Party indemnified party the amount of such documents as it may reasonably request assigning to estimate within ten (10) days of receipt of such estimate, unless the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties indemnifying party in good faith disputes its liability with respect to the Proceeding for which indemnification is being receivedany such claim.

Third Party Claims Procedure. The obligations of the parties provided for in Section 9.2 in respect of Claims made or asserted by a third party (i“Third-Party Claims”) shall be performed in accordance with the following procedures: (a) Promptly (and in any event within five days after receipt by the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party Person entitled to indemnification (the “Third Party Indemnified Party”) of information regarding a Third-Party Claim or the commencement of any Proceeding involving such a Claim that could reasonably be expected to give rise to Losses and Expenses against which the Indemnified Party may seek be entitled to indemnification against under this Article IX, the Bona Vida Shareholders or BCC, respectively Indemnified Party shall deliver to the Person obligated to provide such indemnification (the “Third Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give a written notice thereof with respect to such Third-Party Claim, which notice shall state with specificity the Third nature of the Claim and the basis therefor and provide a reasonably detailed statement of the facts required in order for the Indemnifying Party to evaluate the Claim and make a determination of whether to assume the defense thereof; provided, however, that the omission so to notify the Indemnifying Party. Failure to provide notice Party shall not relieve it from any liability that it may have to the Third Indemnified Party Indemnifying Party of its obligations under this Section 5.6, except to the extent of any actual damage caused that the Indemnifying Party is prejudiced by that failure. The Third Party such omission. (b) An Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification may be sought by the Indemnified Party hereunder (whether or not the Indemnified Party is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such Proceeding. An Indemnified Party shall not, without the prior written consent of the Indemnifying Party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification may be sought by the Indemnified Party hereunder, but, if such Proceeding is settled or compromised or there is entered any judgment with respect to any such Proceeding, in any such case with the consent of the Indemnifying Party, or if a final judgment shall be rendered for the plaintiff in any such Proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any Loss or Expenses by reason of such settlement, compromise or judgment in accordance with and subject to the provisions of this Article IX. (c) If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section 9.3, then the Indemnifying Party shall be entitled to assume the legal defense thereof at the expense of any Action the Indemnifying Party with one law firm counsel reasonably acceptable satisfactory to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party The Indemnified Party shall have the right to defend employ separate counsel in any such Proceeding and participate in the action resulting from the Action by counsel of its own choosingdefense thereof, but the fees and expenses of such counsel shall be at the cost and expense of the Third Indemnified Party unless (i) the employment of such counsel at its expense shall have been specifically authorized in writing by the Indemnifying Party. The Third , (ii) the Indemnifying Party shall have failed to assume the defense of such Proceeding or employ counsel reasonably satisfactory to the Indemnified Party within a reasonable period after the Indemnified Party acknowledges that it is entitled to do so or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is one or more legal defenses available to it that are in conflict in any material respect with those available to the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid such that an assertion of such legal defenses by the Indemnifying Party on behalf of the Indemnified Party could reasonably be expected to result in settlement or compromise thereof, if it has given written notice thereof material prejudice to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwiseIndemnified Party. In any such case, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have not, in connection with any one action or separate but substantially similar or related actions arising out of the right same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to settle or compromise any Action against local counsel) for the Third Indemnified Party. Except as provided in the immediately preceding sentence, after notice from the Indemnifying Party to the Indemnified Party without of its election to assume the consent defense of such Proceeding, the Third Indemnifying Party shall not be liable to the Indemnified Party provided that under this Article IX for any attorney’s fees or other Expenses subsequently incurred by the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt of any amount paid by in connection with the Third Party defense thereof. If the Indemnifying Party pursuant to this Section 5.6does not assume the defense of a Proceeding, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect require the Indemnifying Party to reimburse it on a current basis for its reasonable Expenses incurred in the Proceeding for which indemnification is being receiveddefense thereof.

Third Party Claims Procedure. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 5 Business Days after the Indemnitee’s receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof at its sole cost and expense with counsel selected by the Indemnifying Party by delivering written notice to the Indemnitee within 30 days of receiving notice of such Third Party Claim from Indemnitee. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnitee (i) Promptly will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense and (ii) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and the Indemnifying Party will not compromise or settle such Third Party Claim without the Indemnitee’s written consent, which shall not be unreasonably withheld, conditioned or delayed, unless such compromise or settlement by its terms (A) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, (B) releases the affected Indemnitees completely and unconditionally in connection with such Third Party Claim and (C) does not impose any event within five days after the service of any summons injunctive or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (equitable relief on the “Third Party Indemnified Party”) may seek indemnification against Indemnitee. In the Bona Vida Shareholders or BCC, respectively (event the “Third Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, except to the extent of any actual damage caused by that failure. The Third Party Indemnifying Party shall have assume the right defense of any Third Party Claim, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. The Indemnifying Party shall keep such Indemnitee reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action. If the Indemnifying Party elects not to assume the defense of any Action with one law firm reasonably acceptable to the such Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, Claim or fails to take timely action respond to Indemnitee within the specified 30-day period, then (i) the Indemnitee may defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there same as it may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by deem appropriate with counsel of its own choosingchoice, but at including settling such claim or litigation in a reasonable manner after giving notice to the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the proposed settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt of any amount paid by if the Third Party underlying claim is an Indemnifiable Loss, the Indemnifying Party pursuant to this Section 5.6, will reimburse the Third Party Indemnified Party shall deliver to Indemnitee for the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding for which indemnification is being received.Indemnitee’s reasonable expenses in defending the

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after following the service receipt of any summons or other document) after acquiring knowledge notice of any third party Action a Third Party Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) it may seek indemnification against hereunder, the Bona Vida Shareholders or BCC, respectively (party receiving the “Third Party Indemnifying Party”) pursuant to this Section 5.6, notice of the Third Party Indemnified Claim shall notify the Indemnifying Party shall give written notice thereof to of such Third Party Claim explaining in reasonable detail the Third Party Indemnifying PartyClaim. Failure The failure to provide give such notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, Agreement except to the extent that the Indemnifying Party is prejudiced as a result of any actual damage caused the failure to give such notice. Within 15 business days after receipt of the notice by that failure. The Third the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall have notify the right Indemnified Party whether it elects to assume undertake the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have Claim; provided that the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof may so elect to undertake the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party defense of -------- ---- such claim without the consent of the Third Party Indemnified Party provided that only if such claim involves money damages and if the terms adverse determination of such claim, singly or in the settlement or compromise provide for the unconditional release of the Third Party Indemnified Partyaggregate, require the payment of monetary damages only, is would not likely to result in criminal proceedings and is not likely reasonably be expected to have a Material Adverse Effect on the business of the Indemnified Party; provided, further, the -------- ------- Indemnifying Party must elect to undertake the defense of any Third Party Claims relating to Section 8.3(c). Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its businessown expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third 42 Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim through counsel of its own choosing. The party that defends the Third Party Claim shall keep the other party fully advised of the progress and disposition of such claim. (iib) Upon its receipt In the event the Indemnifying Party elects not to undertake the defense of any amount paid by a Third Party Claim or fails to pursue diligently the defense of such claim and the Indemnified Party litigates or otherwise contests or settles the Third Party Claim, then, the Indemnifying Party pursuant shall promptly reimburse the Indemnified Party for all Damages, including any amounts paid to litigate or otherwise contest or settle such claim and all amounts paid in satisfaction of a judgment against the Indemnified Party in contesting such claim and in providing its right to indemnification hereunder, all in accordance with the provisions of this Section 5.6, the Article VIII. (c) No Third Party Claim will be settled by the Indemnifying Party or the Indemnified Party without the consent of the other, which consent will not be unreasonably withheld or delayed; provided, however, -------- that if such claim asserts that the Indemnifying Party is jointly and severally liable and the Indemnified Party shall deliver be fully released from all liability relating to such Third Party Claim in connection with such settlement, the Indemnifying Party shall not be required to obtain the consent of the Indemnified Party. The party in charge of the defense or any settlement negotiations shall keep the other party apprised at all times as to the Third Party Indemnifying Party such documents as it may reasonably request assigning to status of the Third Party Indemnifying Party defense or any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties settlement negotiations with respect to the Proceeding for which indemnification is being receivedthereto.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC receipt by an Indemnified Party or of notice of a Bona Vida Third Party Claim with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses or any Shareholder Losses (as the “Third case -41- may be), such Indemnified Party will notify the Indemnifying Party promptly following the Indemnified Party”) may seek indemnification against 's receipt of such complaint or of notice of the Bona Vida Shareholders commencement of such audit, investigation, action or BCCproceeding; provided, respectively (however, that the “Third failure to so notify the Indemnifying Party will relieve the Indemnifying Party”) pursuant Party from liability under this Agreement with respect to this Section 5.6, the Third Party Indemnified Party shall give written notice thereof such claim only to the Third extent that, such failure to notify the Indemnifying Party Indemnifying Party. Failure results in the prejudice to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, except rights and defenses otherwise available to the extent Indemnifying Party with respect to such claim; provided, further, that the Indemnifying Party may assume such defense under a reservation of any actual damage caused by rights that failurethe Indemnified Party may not be entitled to indemnification hereunder. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within ten (10) days thereafter assuming full responsibility for any Purchaser Losses or Shareholder Losses (as the case may be) resulting from such Third Party Indemnifying Party shall have the right Claim, to assume the defense of any Action with one law firm such audit, investigation, action or proceeding, including the employment of counsel reasonably acceptable satisfactory to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in payment of the defense fees and disbursements of such Actioncounsel. Notwithstanding the foregoing, the Third Party such Indemnified Party shall have the right to defend employ separate counsel at the action resulting from the Action by counsel of Indemnifying Party's expense and to control its own choosingdefense of such action or proceeding if, but at in the cost reasonable opinion of counsel to such Indemnified Party, (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the named parties to any proceeding (including any impleaded parties) include both the Indemnifying Party and expense an Indemnified Party and (a) representation of both parties by the same counsel, or conduct by the Indemnifying Party of the defense of the Indemnified Party, would be inappropriate due to actual or potential differing interests between the Indemnifying Party and such Indemnified Party or (b) there may be defenses available to the Indemnified Party which are different from, or in addition to, the defenses available to the Indemnifying Party, or (iii) the Indemnifying Party fails to assume the defense of the proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in each case in a timely manner; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any single jurisdiction in one Third Party Indemnifying PartyClaim. The In any Third Party Claim for which the Indemnifying Party has assumed the defense, the Indemnified Party shall will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnifying Party will at all times use reasonable efforts to keep the Indemnified Party reasonably apprised of the status of the defense of any matter the defense of which the Indemnifying Party has assumed. The Indemnifying Party and the Indemnified Party shall cooperate in good faith with respect to the defense of any such matter. The Indemnified Party will (and will cause the respective officers, directors, employees, auditors and agents of the Indemnified Party) provide the Indemnifying Party and its counsel and other advisors full access, during reasonable business hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), contracts, financial statements, books, records and other information pertaining to the defense of any such matter, subject to an appropriate confidentiality agreement. (b) No Indemnified Party may settle or compromise any Action against itclaim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, and recover from unless (i) the Third Party Indemnifying Party any amount paid in settlement fails to assume and maintain the defense of such claim pursuant to Section 8.6(a) or (ii) such settlement, compromise thereof, if it has given written notice thereof to or consent includes an unconditional release of the Third Party Indemnifying Party and the Third Party its officers, directors, employees and Affiliates from all liability arising out of such claim. An Indemnifying Party has failed to take timely action to defend may not, without the Action; otherwiseprior written consent of the Indemnified Party, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have claim or consent to the right entry of any judgment with respect to settle which indemnification is being sought hereunder unless (x) such settlement, compromise or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the includes an unconditional release of the Third Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of such claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified PartyParty and (z) does not contain any equitable order, require judgment or term which in any manner affects, restrains or interferes with the payment business of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessany of the Indemnified Party's Affiliates. (iic) Upon its receipt of any amount paid by the Third If an Indemnified Party Indemnifying Party claims a right to payment pursuant to this Section 5.6Agreement, such Indemnified Party will send written notice of such claim to the appropriate Indemnifying Party. Such notice will specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the appropriate Indemnifying Party will establish the merits and amount of such claim (by mutual agreement, litigation or otherwise) and, within five (5) Business Days of the final determination of the merits and amount of such claim, the Third Indemnifying Party will pay to the Indemnified Party shall deliver immediately available funds in an amount equal to the Third Party Indemnifying Party such documents claim as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding for which indemnification is being receiveddetermined hereunder.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge becoming aware of any third party Action claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders one or BCC, respectively more other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Agreement, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under Section 7.1 or this Section 5.67.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Actionclaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof of the proposed settlement or compromise to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Actionclaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Actionclaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party Party, provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require only the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on by the Third Party Indemnified Party or its businessIndemnifying Party. (iib) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6Article 7, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding claim for which indemnification is being received. (c) In the event that the claim is asserted by one of the Parties to this Agreement either based on a direct claim by a Party or a third party claim, the procedure set forth in this Section 7.2 shall control.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Article 5, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.65.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action Claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action Claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such ActionClaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action Claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action Claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the ActionClaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any ActionClaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (iib) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6Article 5, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding Claim for which indemnification is being received. (c) In the event that the Claim is asserted by one of the Parties to this Agreement either based on a direct Claim by a Party or a third party Claim, the procedure set forth in this Section 5.2(c) shall control. The Cocrystal Designees or the RFSP Designees (or their successors), as those terms are defined herein, may initiate an arbitration proceeding (pursuant to Section 7.12) on behalf of Parent or the RFSP Members, as the case may be, alleging a breach of this Agreement and seeking to reduce or increase the Merger Consideration as a result of the breach, pursuant to and subject to Section 5.3. Such arbitration proceeding shall be pursuant to the terms and procedures as set forth below in Section 7.12. (d) For purposes of this Agreement the Cocrystal Designee shall be authorized to provide notices on behalf of Parent and Cocrystal following the Closing and the RFSP Designees shall be authorized to provide notices on behalf of RFSP.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party the Parties (the “Third Party Indemnified Party”) may seek indemnification against the Bona Vida Shareholders or BCC, respectively other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.6Article V, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.65.2, except to the extent of any that the Indemnifying Party demonstrates actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action Claim with one law firm counsel reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action Claim or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such ActionClaim, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action Claim by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action Claim against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the ActionClaim; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any ActionClaim. The Third Party Indemnifying Party shall have the right to settle or compromise any Action claim against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Indemnified Party Indemnified Party, and require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (iib) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6Article V, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties with respect to the Proceeding Claim for which indemnification is being received. (c) Xxxx Xxxx shall be appointed as representative and attorney-in-fact to act on behalf of Truli (the “Truli Representative”) with respect to any Claim asserted by Truli arising out of or relating to this Agreement and the transactions contemplated thereby and shall be authorized to initiate the Action or proceeding on behalf of Truli alleging a breach of this Agreement and seeking to reduce the Merger Consideration as a result of such breach, subject to Section 5.3, and to take any and all actions and make any decisions required or permitted to be taken by Truli Representative pursuant to this Agreement, including the exercise of the power to give and receive notices and communications; agree to, negotiate, enter into settlements and compromises of, and comply with orders with respect to claims for indemnification pursuant to this Agreement; litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to this Agreement; engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Truli Representative in complying with his duties and obligations; and take all actions necessary or appropriate in the good faith judgment of Truli Representative for the accomplishment of the foregoing.

Third Party Claims Procedure. In the event that any Indemnified Party seeks indemnification hereunder based on a Third Party Claim, the Indemnifying Party shall have the right (i) Promptly (without prejudice to the right of the Indemnified Party to employ separate counsel at its own expense and to participate in the defense of such Third Party Claim and in any event within five days after compromise, settlement or strategic decision relating thereto; provided that if the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Bona Vida reasonably determines that representation by the Indemnifying Party’s counsel of the Indemnifying Party and the Indemnified Party (may present such counsel with a conflict of interests, then the “Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel) to defend or prosecute such Third Party Indemnified Party”) may seek indemnification against Claim at its own expense through counsel of its own choosing if the Bona Vida Shareholders or BCC, respectively (the “Third Indemnifying Party Indemnifying Party”) pursuant to this Section 5.6, the Third Party Indemnified Party shall give written gives notice thereof to the Indemnified Party within thirty (30) days after receipt of the Third Party Claim Notice or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice (the “Election Period”). Notwithstanding the preceding sentence, the Indemnified Party is hereby authorized during the Election Period to file any motion, answer or other pleading that shall be necessary or appropriate to protect its rights or the rights of the Indemnifying Party. Failure If (i) the Election Period expires or (ii) the Indemnifying Party notifies the Indemnified Party during the Election Period that the Indemnifying Party does not elect to provide notice shall not relieve defend or prosecute the Third Party Claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall be entitled prosecute or defend the Third Party Claim and recover from the Indemnifying Party all of its obligations under this Section 5.6, except to the extent reasonable costs and expenses (including reasonable attorney’s fees) associated therewith. Notwithstanding the assumption of the defense of any actual damage caused by that failure. The Third Party Claim by the Indemnified Party pursuant to this paragraph, the Indemnifying Party shall have the right to assume approve the defense terms of settlement of any Action with one law firm reasonably acceptable to the Third Party Claim, which approval shall not be unreasonably delayed or withheld. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party upon delivery of notice shall not pay or settle any such claim without the Indemnifying Party’s consent, which consent shall not to that effect to the Third Party Indemnified Partybe unreasonably delayed or withheld. If the Third Indemnifying Party is not contesting such claim in good faith, then the Indemnified Party may conduct and control, through counsel of their own choosing and at the expense of the Indemnifying Party, after written notice from the Third Party Indemnified Partysettlement or defense thereof, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have cooperate with them in connection therewith. The failure of the right to settle or compromise any Action against the Third Party Indemnified Party without to participate in, conduct or control such defense shall not relieve the consent of the Third Indemnifying Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6, the Third Party Indemnified Party shall deliver to the Third Party Indemnifying Party such documents as it may reasonably request assigning to the Third Party Indemnifying Party any and all rights, to the extent indemnified, that the Third Party Indemnified Party obligation they may have against third parties with respect to the Proceeding for which indemnification is being receivedhereunder.

Third Party Claims Procedure. (ia) Promptly (and in any event within five days after following the service receipt of any summons or other document) after acquiring knowledge notice of any third party Action a Third Party Claim for which one or more of either a BCC Indemnified Party or a Bona Vida Indemnified Party (the “Third Party Indemnified Party”) it may seek indemnification against hereunder, the Bona Vida Shareholders or BCC, respectively (party receiving the “Third Party Indemnifying Party”) pursuant to this Section 5.6, notice of the Third Party Indemnified Claim shall notify the Indemnifying Party shall give written notice thereof to of such Third Party Claim explaining in reasonable detail the Third Party Indemnifying PartyClaim. Failure The failure to provide give such notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.6, Agreement except to the extent that the Indemnifying Party is prejudiced as a result of any actual damage caused the failure to give such notice. Within 15 business days after receipt of the notice by that failure. The Third the Indemnifying Party pursuant to the preceding sentence, the Indemnifying Party shall have notify the right Indemnified Party whether it elects to assume undertake the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to Claim; provided that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in may so elect to undertake the defense of such Actionclaim without the consent of the Indemnified Party only if such claim involves solely money damages and if the adverse determination of such claim, singly or in the aggregate, would not reasonably be expected to have a material adverse effect on the business of the Indemnified Party. Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to it relating to such Third Party Claim. In addition, the parties hereunder shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. If the Indemnifying Party elects to undertake the defense of such Third Party Claim, it shall do so at its own expense with counsel of its own choosing and it shall acknowledge in writing its indemnification obligations as provided in this Agreement to the Indemnified Party as to such Third Party Claim. If the Indemnifying Party elects not to defend such Third Party Claim or fails to pursue the defense of such Third Party Claim diligently, the Indemnified Party shall have the right to defend undertake the action resulting from the Action by defense of such Third Party Claim through counsel of its own choosing, but at the cost and expense of . The Party that defends the Third Party Claim shall keep the other Party fully advised of the progress and disposition of such claim. (b) In the event the Indemnifying Party. The Party elects not to undertake the defense of a Third Party Claim or fails to pursue diligently the defense of such claim and the Indemnified Party shall have the right to settle litigates or compromise any Action against it, and recover from otherwise contests or settles the Third Party Indemnifying Party any amount paid in settlement or compromise thereofClaim, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwisethen, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have promptly reimburse the Indemnified Party for all Damages, including without limitation any amounts paid to litigate or otherwise contest or settle such claim and all amounts paid in satisfaction of a judgment against the Indemnified Party in contesting such claim and in providing its right to settle or compromise any Action against indemnification hereunder, all in accordance with the provisions of this Section 6.6. (c) No Third Party Claim will be settled by the Indemnifying Party or the Indemnified Party without the consent of the Third Party Indemnified Party provided other, which consent will not be unreasonably withheld or delayed; provided, however, that if such claim asserts that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business. (ii) Upon its receipt of any amount paid by the Third Party Indemnifying Party pursuant to this Section 5.6, is jointly and severally liable and the Third Party Indemnified Party shall deliver be fully released from all liability relating to such Third Party Claim in connection with such settlement, the Indemnifying Party shall not be required to obtain the consent of the Indemnified Party. The party in charge of the defense or any settlement negotiations shall keep the other party apprised at all times as to the Third Party Indemnifying Party such documents as it may reasonably request assigning to status of the Third Party Indemnifying Party defense or any and all rights, to the extent indemnified, that the Third Party Indemnified Party may have against third parties settlement negotiations with respect to the Proceeding for which indemnification is being receivedthereto.