Common use of Third Party Claims Clause in Contracts

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) iii if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with With respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyThird Party Claim, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnifying Party shall have the right to be represented by advisory counsel and accountantsright, at its own expense, (ii) to participate in or assume control of the indemnifying party negotiation, settlement or defence of such Third Party Claim and, in such event, the Indemnifying Party shall keep reimburse the indemnified party fully informed Indemnified Party for all the Indemnified Party’s reasonable out-of-pocket expenses incurred as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall cooperate with the Indemnifying Party, shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel reasonably satisfactory to the status Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If the Indemnifying Party fails to assume control of such Legal Action at all stages thereofthe defence of any Third Party Claim, whether the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records Indemnifying Party assumes control of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense negotiation, settlement or defence of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partyThird Party Claim, the indemnifying party Indemnifying Party shall not make settle any settlement of any claim Third Party Claim without the written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld. Without limiting withheld or delayed; provided, however, that if any such consent is not obtained for any reason, liability on the generality part of the foregoing, it other Indemnifying Party shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse limited to the best interests of its continuing businessproposed settlement amount.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability If a claim by a third party which might give rise is made against any Indemnified Party, and if such Indemnified Party intends to a claim for indemnificationseek indemnity with respect thereto under Section 15, which notice such Indemnified Party shall state promptly notify the nature and basis Indemnifying Party of such claims; provided, that the assertion and failure to so notify shall not relieve the amount thereofIndemnifying Party of its obligations hereunder, except to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (Indemnifying Party is actually and then solely to the extent that) the indemnifying party is materially prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party thereby. The Indemnifying Party shall have assumed thirty (30) days after receipt of such notice to assume the defense of any such Legal Actionconduct and control, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence through counsel reasonably acceptable to the indemnified party Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the indemnifying party has sufficient financial resources to defend fees and fulfill its indemnification obligation with respect to expenses of such counsel shall be borne by such Indemnified Party and (ii) the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not promptly be entitled to assume the defense of such action only to the Legal Action extent the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall be handled pay the fees and expenses of counsel retained by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party Indemnified Party if (i) the indemnified party claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iv) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be represented at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by advisory counsel and accountantsthe Indemnified Party of the existence of such claim as provided in the preceding sentence, at its own expenseto assume the defense of such claim, (iiy) the indemnifying party shall keep the indemnified party fully informed as to the status employment of such Legal Action at all stages thereofcounsel has been specifically authorized in writing by the Indemnifying Party, whether or not the indemnified party is represented by its own counsel, (iiiz) the indemnifying party named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall make have been advised in writing by such counsel that there may be one or more legal defenses available to the indemnified partyIndemnified Party which are not available to the Indemnifying Party, and its attorneys, accountants and other representatives, all books and records or available to the Indemnifying Party the assertion of which would be adverse to the interests of the indemnifying party Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Agreement and does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including making available records relating to such Legal Action claim and (iv) furnishing, without expense to the parties shall render to each other Indemnifying Party and/or its counsel, such assistance employees of the Indemnified Party as may be reasonably required in order to ensure necessary for the proper and adequate preparation of the defense of the Legal Actionany such claim or for testimony as witnesses in any proceeding relating to such claim. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with With respect to claims resulting any Third Party Claim, the Indemnifying Party shall have the right, at its expense and with counsel of its choice satisfactory to the Indemnified Party, acting reasonably, to defend and, upon written request from the assertion of liability by Persons not parties to this Agreement Indemnified Party, shall defend the Claim (including governmental claims for penalties, fines the negotiation and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount settlement thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party). If the defense of the Legal Action Indemnifying Party elects or is handled by the indemnified party under the provisions of this subsectionrequired to assume such defense, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim and to retain separate counsel to act on its behalf, provided that the fees and disbursements of such separate counsel shall be represented paid by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep Indemnified Party unless the indemnified party fully informed as Indemnifying Party consents to the status retention of such Legal Action at all stages thereof, whether counsel or not unless the indemnified party is represented named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by its own counsel, (iii) the indemnifying party shall make available same counsel would be inappropriate due to the indemnified partyactual or potential conflicting interests between them (such as the availability of different defenses). If the Indemnifying Party, having assumed such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume control of such defense and its attorneysthe Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any Third Party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, accountants the Indemnified Party may make such payment and other representativesthe Indemnifying Party shall, all books and records forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the indemnifying party relating Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure Indemnified Party, the proper and adequate defense Indemnified Party shall, forthwith after receipt of the Legal Action. (e) In any Legal Action initiated by a third party and defended by difference from the indemnifying partyThird Party, pay the indemnifying party shall not make any settlement amount of any claim such difference, without the written consent of the indemnified partyinterest, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessIndemnifying Party.

Third Party Claims. The obligation of an indemnifying In case any Claim is brought by a third party to ------------------ indemnify another party to this Agreement under for which Claim indemnification is or may be provided hereunder the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) indemnified Party shall be subject provide prompt written notice thereof to the following terms other Party. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and conditions:at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first, or, alternatively upon the demand and at the option of the indemnified Party, pay to such Party all reasonable costs and expenses, including reasonable attorneys' fees, incurred by such Party in defending itself. The Parties shall (a) The indemnified party shall give prompt written notice upon SSG's request and at SSG's expense, InterTrust will attempt to [*] the indemnifying party [*] or [*] SSG to continue to [*] and [*] in accordance with the terms hereof such portion of [*] on [*] to InterTrust (except that SSG may reasonably approve any terms relating to payment of any assertion of liability by a third party which might give rise to a claim for indemnificationfees or royalties); or (b) at InterTrust's sole discretion, which notice shall state the nature and basis InterTrust may [*], [*] or [*] any [*] of the assertion [*], as the case may be, so as to make [*] of the [*] while maintaining [*] of [*] or [*] of the [*] that are material to SSG's then-current or demonstrably anticipated use of such technology. If options (a) and (b) are not [*] as to such portion: (1) SSG may terminate the amount thereof, licenses granted hereunder in its sole discretion; and (2) to the extent known, provided, however, that no delay on InterTrust used reasonable commercial efforts to obtain a license or modify the part of the indemnified party technology as set forth in giving notice shall relieve the indemnifying party of any obligation to indemnify unless subsections (and then solely to the extent thata) the indemnifying party is prejudiced by such delay. or (b) If any action), suit and InterTrust is reasonably exposed to liability from SSG's or proceeding (a "Legal Action") is brought against an indemnified party its sublicensee's continued use of such portion of InterTrust Technology, InterTrust may in its discretion terminate the licenses granted hereunder with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriateportion. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under “Indemnified Parties” shall mean the provisions of this Article with respect to claims resulting from Corium Indemnified Parties and the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability P&G Indemnified Parties. If a claim by a third party which might is made against an Indemnified Party hereunder, and if such Indemnified Party intends to seek indemnity with respect thereto under this Section 15, such Indemnified Party will promptly notify Corium, in the case of a P&G Indemnified Party, or P&G, in the case of a Corium Indemnified Party (such person to be notified, the “Indemnifying Party”) in writing of such claims setting forth such claims in reasonable detail, provided that failure of such Indemnified Party to give rise to a claim for indemnificationprompt notice as provided herein will not relieve the Indemnifying Party of any of its obligations hereunder, which notice shall state the nature and basis of the assertion and the amount thereof, except to the extent knownthat the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party will have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such Indemnified Party, and at its own expense, the settlement or defense thereof, and the Indemnified Party will cooperate with it in connection therewith; provided, however, that no delay on the part Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel will be borne by such Indemnified Party. If the Indemnifying Party will assume the defense of a claim, it will not settle such claim without the prior written consent of the indemnified party in Indemnified Party, (a) unless such settlement includes as an unconditional term thereof the giving notice shall relieve by the indemnifying party claimant of any obligation a release of the Indemnified Party from all Liability with respect to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. claim or (b) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed Indemnifying Party will assume the defense of any such Legal Actiona claim, the defense shall be handled fees of any separate counsel retained by the indemnified partyIndemnified Party will be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the Indemnified Party will be entitled to retain separate counsel, the reasonable fees and expenses of which will be reimbursed by the Indemnifying Party. FurthermoreIf the Indemnifying Party does not notify the Indemnified Party within twenty (20) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, (i) if the indemnified party shall Indemnified Party will have reasonably concluded that there the right to contest, settle or compromise the claim but will not thereby waive any right to indemnity therefore pursuant to this Agreement. The indemnification provisions set forth in this Article 15 are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend sole and fulfill its indemnification obligation exclusive means of recovery of money damages with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willmatters covered herein, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defenseexcept for fraud. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation (a) Promptly after receipt by an indemnified party under Section 8.2 or 8.3 of notice of the commencement of any action or proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penaltiessuch Section, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion the commencement of liability by a third such action or proceeding, but the failure to notify the indemnifying party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall will not relieve the indemnifying party of any obligation liability that it may have to indemnify unless (and then solely any indemnified party, except to the extent that) that the indemnifying party defense of such action is actually prejudiced by the indemnified party's failure to give such delaynotice. (b) If any action, suit action or proceeding (a "Legal Action"referred to in Section 8.6(a) is brought against an indemnified party with respect and it gives notice to which the indemnifying party may have an obligation to indemnifyof the commencement of such action or proceeding, the Legal Action shall be defended by the indemnifying party and will be entitled to participate in such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Articleaction or proceeding and, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party extent that are different from or in addition to those available to the indemnifying party; it wishes (ii) if unless the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable reasonable assurance to the indemnified party that the indemnifying party has sufficient of its financial resources capacity to defend such action or proceeding and fulfill its provide indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive such action or other equitable relief; or (iv) if a judgment against the indemnified party willproceeding), in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by such action or proceeding with counsel reasonably satisfactory to the indemnified party. If party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such action or proceeding, the Legal Action is handled by indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under the provisions this Section 8 for any fees of this subsection, the indemnifying party shall pay all legal and other counsel or any other expenses reasonably with respect to the defense of such action or proceeding, in each case subsequently incurred by the indemnified party in conducting connection with the defense of such defense. (d) In any Legal Action initiated by a third action or proceeding, other than reasonable costs of investigation. If the indemnifying party and defended assumes the defense of an action or proceeding, no compromise or settlement of such claims may be effected by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to without the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and 's consent (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality ) unless (A) there is no finding or admission of any violation of laws or regulations or any violation of the foregoing, it shall not rights of any person or entity and no effect on any other claims that may be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party. If notice is given to an indemnifying party of the commencement of any action or its assetsproceeding and the indemnifying party does not, employees or businesswithin ten days after the indemnified party's notice is given, or relief which give notice to the indemnified party reasonably believes could establish a custom of its election to assume the defense of such action or precedent which proceeding, the indemnifying party will be adverse bound by any determination made in such action or proceeding or any compromise or settlement effected by the indemnified party. (c) NetRatings hereby consents to the best interests non-exclusive jurisdiction of its continuing businessany court in which an action or proceeding is brought against any Company Indemnified Person for purposes of any claim that a Company Indemnified Person may have under this Agreement with respect to such action or proceeding or the matters alleged therein, and agrees that process may be served on NetRatings with respect to such a claim anywhere in the world. ACN hereby consents to the non-exclusive jurisdiction of any court in which an action or proceeding is brought against any NetRatings Indemnified Person for purposes of any claim that a NetRatings Indemnified Person may have under this Agreement with respect to such action or proceeding or the matters alleged therein, and agrees that process may be served on ACN with respect to such a claim anywhere in the world.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of If any assertion of liability claim or action by a third party is made in writing against a Hxxxxx Indemnified Person or a Newco Indemnified Person (each, an “Indemnified Party”) for which might give rise indemnification is provided under this Agreement and such Indemnified Party intends to a seek such indemnity, then such Indemnified Party shall promptly notify the party from whom indemnification may be sought hereunder (the “Indemnifying Party”) in writing of such claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, or action; provided, however, that no delay on the part of the indemnified party in giving any failure by such Indemnified Party to such give such notice shall promptly will not relieve the indemnifying party Indemnifying Party of any of its indemnification obligation to indemnify unless (and then solely hereunder except to the extent that) that the indemnifying party Indemnifying Party is actually prejudiced by such delay. (b) If failure. In case any action, suit or proceeding (a "Legal Action") is such action shall be brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyany Indemnified Party, the Legal Action Indemnifying Party shall be defended entitled to participate therein or, at its election, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party under this ARTICLE XII for any legal expenses of other counsel or any other expenses subsequently incurred by the indemnifying party and such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless the Indemnified Party shall include all proceedings and appeals which have been advised by counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions that representation of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled Indemnified Party by counsel provided by the indemnified party. FurthermoreIndemnifying Party would be inappropriate due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, (i) if the indemnified party shall have reasonably concluded that including situations in which there are likely to be one or more legal defenses available to the indemnified party Indemnified Party that are different from or in addition additional to those available to Indemnifying Party; provided, however, that notwithstanding the indemnifying party; (ii) if foregoing the indemnifying party fails to provide Indemnifying Party shall not, in connection with any one such action or separate but substantially similar actions arising out of the indemnified party with evidence reasonably acceptable same general allegations, be liable for the fees and expenses of more than one separate set of counsel at any time for all Indemnified Parties, except to the indemnified party extent that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willlocal counsel, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse addition to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own their regular counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably is required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partyeffectively defend against such action. No Indemnifying Party shall, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified partyIndemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which consent shall indemnification or contribution may be sought hereunder (whether or not be unreasonably withheld. Without limiting the generality Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the foregoing, it shall Indemnified Party from all liability arising out of such action or claim and (ii) does not be deemed unreasonable to withhold consent to include a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or businessstatement as to, or relief which an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party reasonably believes could establish a custom Indemnified Party. No indemnification shall be available in respect of any settlement of any action or precedent which will be adverse to claim effected by an Indemnified Party without the best interests prior written consent of its continuing businessthe Indemnifying Party.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability If a claim by a third party which might give rise is made against any Indemnified Party, and if such party intends to a claim for indemnificationseek indemnity with respect thereto under this Article XI, which notice such Indemnified Party shall state promptly notify the nature and basis Indemnifying Party of such claims; provided, that the assertion and failure to so notify shall not relieve the amount thereofIndemnifying Party of its obligations hereunder, except to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (Indemnifying Party is actually and then solely to the extent that) the indemnifying party is materially prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party thereby. The Indemnifying Party shall have assumed thirty (30) days after receipt of such notice to assume the defense of any such Legal Actionconduct and control, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence through counsel reasonably acceptable to the indemnified party Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the indemnifying party has sufficient financial resources to defend fees and fulfill its indemnification obligation with respect to expenses of such counsel shall be borne by such Indemnified Party and (ii) the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not promptly be entitled to assume the defense of such action only to the Legal Action extent the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Indemnified Party; (3) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the defense shall Indemnified Party; (4) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be handled detrimental to or injure the Indemnified Party’s reputation or future business prospects; (5) the amount claimed by the indemnified party. If Indemnified Party (if such Indemnified Party is a Parent Indemnitee) exceeds the defense value of the Legal Action is handled shares of Parent Preferred Stock then held by the indemnified party under Escrow Agent or (6) upon petition by the provisions of this subsectionIndemnified Party, the indemnifying party shall pay all legal and other expenses reasonably incurred by appropriate court rules that the indemnified party in conducting Indemnifying Party failed or is failing to vigorously prosecute or defend such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party claim. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be represented at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by advisory counsel and accountantsthe Indemnified Party of the existence of such claim as provided in the preceding sentence, at its own expenseto assume the defense of such claim, (iiy) the indemnifying party shall keep the indemnified party fully informed as to the status employment of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required counsel has been specifically authorized in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended writing by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified partyIndemnifying Party, which consent authorization shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief (z) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to the indemnified party reasonably believes could establish a custom Indemnifying Party, or precedent available to the Indemnifying Party the assertion of which will would be adverse to the best interests of its continuing businessthe Indemnified Party. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Article XI and does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to entry of any judgment.

Third Party Claims. The obligation of (a) A party entitled to indemnification hereunder (an “Indemnified Party”) shall notify promptly the indemnifying party to ------------------ indemnify another party to this Agreement under (the provisions “Indemnifying Party”) in writing of this Article the commencement of any action or proceeding with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnificationindemnification may be made pursuant to this Agreement; provided, which however, that the failure of any Indemnified Party to provide such notice shall state not relieve the nature Indemnifying Party of its obligations under this Agreement, except to the extent the Indemnifying Party is actually materially prejudiced thereby. In case any claim, action or proceeding is brought against an Indemnified Party and basis the Indemnified Party notifies the Indemnifying Party of the assertion commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the amount defense thereof, to the extent knownthat it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that no delay on (i) if the part of Indemnifying Party fails to take reasonable steps necessary to defend diligently the indemnified party action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so, or (ii) if such Indemnified Party who is a defendant in giving notice any claim or proceeding which is also brought against the Indemnifying Party reasonably shall relieve the indemnifying party of any obligation have concluded that there may be one or more legal defenses available to indemnify unless (and then solely such Indemnified Party which are not available to the extent thatIndemnifying Party, or (iii) if representation of both parties by the indemnifying party same counsel is prejudiced by otherwise inappropriate under applicable standards of professional conduct, then, in any such delaycase, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), and the Indemnifying Party shall be liable for any expenses therefor. (b) If any actionNo Indemnifying Party shall, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified partyIndemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which consent shall indemnification may be sought hereunder (whether or not be unreasonably withheld. Without limiting the generality Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the foregoingIndemnified Party from all liability arising out of such action or claim, it shall (ii) does not be deemed unreasonable include a statement as to withhold consent or an admission of fault, culpability or a failure to a settlement involving act, by or on behalf of any Indemnified Party and (iii) does not include any injunctive or other equitable non-monetary relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests detriment of its continuing businessthe Indemnified Party.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with With respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessany Third Party Claim, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnifying Party shall have the right to be represented by advisory counsel and accountantsright, at its own expense, to participate in or assume control of the negotiation, settlement or defense of the Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. (ii) If the indemnifying party Indemnifying Party, having elected to assume control as contemplated in Section 9.4(b)(i), thereafter fails to defend such Third Party Claim within a reasonable time, the Indemnified Party shall keep be entitled to assume such control and the indemnified party fully informed Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. (iii) In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Laws to make a payment to any Third Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the status Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay such Legal Action at all stages thereofdifference to the Indemnifying Party. (iv) Except in the circumstances contemplated by Section 9.4(b)(ii), whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records Indemnifying Party assumes control of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate negotiation, settlement or defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partyThird Party Claim, the indemnifying party Indemnified Party shall not make negotiate, settle, compromise or pay any settlement of any claim without Third Party Claim except with the prior written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably delayed or withheld. Without limiting ). (v) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the generality Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim. (vi) The Parties shall cooperate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself/herself informed about and be prepared to discuss the Third Party Claim with his or her counterpart and with legal counsel at all reasonable times. (vii) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not settle any Third Party Claim without the consent of the foregoing, it shall not be deemed unreasonable to withhold consent to Indemnified Party unless the settlement includes a settlement involving injunctive or other equitable relief against complete release of the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse Indemnified Party with respect to the best interests Third Party Claim and does not include any admission of its continuing businessguilt or fault on the part of the Indemnified Party.

Third Party Claims. The obligation of If a claim by a third party (a "Third-Party Claim") is made against a Seller Indemnified Party or Buyer Indemnified Party (collectively, an indemnifying party "Indemnified Party"), and if such Indemnified Party intends to ------------------ indemnify another party to this Agreement seek indemnity with respect thereto under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penaltiesX, fines and assessments) such Indemnified Party shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to promptly notify in writing the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, such claims; provided, howeverthat, that no delay on failure to promptly notify the part of the indemnified indemnifying party in giving notice shall will not relieve the indemnifying party of any obligation liability it may have to indemnify unless (and then solely the indemnified party, except to the extent that) that the indemnifying party demonstrates that the defense of such Third-Party Claim is prejudiced by the indemnified party's failure to give notice within such time period. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the indemnifying party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. If the indemnifying party so chooses to assume the defense it shall do so promptly and diligently. So long as the indemnifying party is prejudiced by reasonably contesting any such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyclaim in good faith, the Legal Action Indemnified Party shall be defended by the indemnifying party and not pay or settle any such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) claim. Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Actionforegoing, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented pay or settle any such claim, provided that, in such event, it shall waive any right to indemnity therefor by advisory counsel the indemnifying party. If the indemnifying party does not notify the Indemnified Party in writing within 30 days after the receipt of the Indemnified Party's written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the written consent of the Indemnified Party, enter into any settlement unless (A) there is no finding or admission of any violation of Applicable Law, (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, (C) the indemnified party or its Affiliates shall have no liability with respect to any compromise or settlement of such Third-Party Claim, and accountants(D) the compromise or settlement provides to all indemnified parties and their Affiliates and agents an unconditional release from all liability with respect to such Third-Party Claim or the facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Article X, (i) both the Indemnified Party and the indemnifying party, as the case may be, shall keep the other party reasonably informed of the status of such Third-Party Claim and any related proceedings at its own expenseall stages thereof, (ii) the indemnifying party shall keep the indemnified party fully informed as parties agree to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as they may be reasonably required require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of the Legal Action. any Third-Party Claim and (eiii) In with respect to any Legal Action initiated by a third party and defended by the indemnifying partyThird-Party Claim subject to indemnification under this Article X, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable parties agree to withhold consent cooperate in such a manner as to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse preserve in full (to the best interests extent possible) the confidentiality of its continuing businessall confidential information and the attorney-client and work-product privileges.

Third Party Claims. The obligation Promptly after the receipt by any party of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions notice of this Article with respect to claims resulting from the assertion of liability any Action by Persons not parties to this Agreement (including governmental claims for penaltiesany Third Party, fines and assessments) shall be which Action is subject to indemnification under this Agreement, such receiving party (the following terms and conditions: (a"INDEMNIFIED PARTY") The indemnified party shall will give prompt reasonable written notice to the indemnifying party from whom indemnification is claimed (the "INDEMNIFYING PARTY"). The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any assertion such Action unless the Indemnifying Party, within a reasonable time after the giving of liability such notice by a third party which might give rise to a claim for indemnificationthe Indemnified Party, which notice shall state the nature and basis of the assertion and the amount thereof, (a) admits in writing to the extent known, provided, however, that no delay on Indemnified Party the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely Indemnifying Party's liability to the extent that) Indemnified Party for such Action under the indemnifying party is prejudiced by such delay. terms of this SECTION 11, (b) If any actionnotifies the Indemnified Party in writing of the Indemnifying Party's intention to assume such defense, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding provides evidence reasonably satisfactory to the provisions Indemnified Party of the previous subsection Indemnifying Party's ability to pay the amount, if any, for which the Indemnified Party may be liable as a result of such Action and (d) retains legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance with this Article, until Agreement in any manner that such party reasonably may request. If the indemnifying party shall have assumed Indemnifying Party so assumes the defense of any such Legal Action, the defense shall Indemnified Party will have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement of the Action, but the fees and expenses of such counsel will be handled by at the indemnified party. Furthermore, expense of the Indemnified Party unless (i) if the indemnified party shall Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party will have reasonably concluded been advised by its counsel that there are likely to may be one or more defenses available to the indemnified party that it which are different from or in addition additional to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party Indemnifying Party, and in any such case that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion portion of the indemnified party, establish a custom or precedent which fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this SECTION 11 will be materially adverse to paid by the best interests of its continuing business, the indemnifying party shall not be Indemnifying Party. No Indemnified Party will settle or compromise any such Action for which it is entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party indemnification under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim Agreement without the prior written consent of the indemnified partyIndemnifying Party. No Indemnifying Party will settle or compromise any such Action (A) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the case of any Action relating to the Indemnified Party's liability for any tax, which consent shall not if the effect of such settlement would be unreasonably withheld. Without limiting an increase in the generality liability of the foregoingIndemnified Party for the payment of any tax for any period beginning after the Closing Date, it shall not be deemed unreasonable unless the Indemnified Party consents in writing to withhold consent to a settlement involving injunctive such compromise or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businesssettlement.

Third Party Claims. The obligation of In order for an indemnifying party Indemnified Party to ------------------ indemnify another party be entitled to any indemnification provided for under this Agreement under in respect of, arising out of or involving a claim made by any Person (other than by an Indemnified Party, which claims are addressed in Section 10.3(a)) against the provisions Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the Indemnifying Party in writing of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement Third Party Claim (including governmental claims for penalties, fines and assessments) shall be subject to which notice will specify in reasonable detail the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give events giving rise to a claim for indemnification, which such Third Party Claim) promptly after receipt by such Indemnified Party of notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, Third Party Claim; provided, however, that no delay on failure to give such notification will not affect the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely indemnification provided under this Agreement, except to the extent that) the indemnifying party is Indemnifying Party will have been actually and materially prejudiced by as a result of such delay. (b) If any action, suit failure or proceeding (the indemnification obligations of the Indemnifying Party are materially increased as a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyresult of such failure. Thereafter, the Legal Action shall be defended Indemnified Party will deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnifying party and such Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made, the Indemnifying Party will be entitled to participate in the defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed thereof. The Indemnifying Party may also assume the defense of any such Legal Action, Third Party Claim (subject to the defense shall be handled limitations set forth below) with counsel selected by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence Indemnifying Party reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect upon written notice to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified partyIndemnified Party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionIndemnifying Party assumes such defense, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall Indemnified Party will have the right to be represented by advisory counsel participate in such defense and accountantsto employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood and agreed that the Indemnifying Party will control such defense. Notwithstanding the foregoing, the Indemnifying Party will be liable for the fees and expenses of one outside counsel and any local counsel reasonably necessary to defend such Third Party Claim (iiand not any fees and expenses allocated to any internal counsel) employed by the indemnifying party shall keep Indemnified Party for any period during which the indemnified party fully informed as to Indemnifying Party has not assumed the status defense of such Legal Action at Third Party Claim (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above), and the fees and expenses of such counsel will constitute Losses for purposes of this Agreement. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all stages thereof, whether the Indemnified Parties will reasonably cooperate in the defense or prosecution of such Third Party Claim. Whether or not the indemnified party is represented by its own counsel, (iii) Indemnifying Party assumes the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partyThird Party Claim, the indemnifying party shall Indemnified Party will not make admit any settlement of any claim liability with respect to, settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent of the indemnified partyconsent, which consent shall will not be unreasonably withheld. Without limiting the generality of Notwithstanding the foregoing, it the Indemnifying Party shall not be deemed unreasonable have the right to withhold consent to a settlement involving injunctive or other equitable relief against assume control of such defense if the indemnified party or its assets, employees or business, or relief Third Party Claim which the indemnified party reasonably believes could establish Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal liability, (iii) in the case that Seller is the Indemnifying Party, seeks Losses that will not be fully satisfied by the Escrow Amount (or so much thereof as is then remaining on deposit in the Escrow Amount) or (iv) involves a custom claim that, in the reasonable and good faith judgment of the Indemnified Party, the Indemnifying Party failed or precedent which will be adverse is failing to vigorously prosecute or defend. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to the best interests terms of this Agreement, the Indemnified Party will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may reasonably recommend and that by its continuing businessterms (A) obligates the Indemnifying Party to pay the full amount of Losses in connection with such Third Party Claim and (B) releases the Indemnified Party and its Affiliates completely in connection with such Third Party Claim.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions:‌ (a) The indemnified party shall give prompt written notice With respect to any Third Party Claim, the Indemnifying Party will be entitled (but not required), at its expense, to participate in or assume the conduct of the negotiations, settlement or defence of the Third Party Claim and, in that event, the Indemnifying Party will reimburse the Indemnified Party for all of the Indemnified Party’s reasonable out-of-pocket expenses incurred in connection with the negotiations, settlement or defence of the Third Party Claim prior to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis Indemnifying Party’s assumption of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part conduct of the indemnified party in giving notice shall relieve negotiations, settlement or defence of the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delayThird Party Claim. (b) If the Indemnifying Party elects to assume the conduct of the negotiations, settlement or defence of the Third Party Claim, the Indemnifying Party will be entitled to retain counsel on behalf of the Indemnified Party who is acceptable to the Indemnified Party, acting reasonably, to represent the Indemnified Party of that Third Party Claim. In any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to Third Party Claim for which the indemnifying party may have an obligation Indemnifying Party elects to indemnifyassume that conduct, the Legal Action shall Indemnified Party will have the right to participate in the negotiation, settlement or defence of that Third Party Claim and to retain separate counsel to act on its behalf but the fees and disbursements of that counsel will be defended by at the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions expense of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, Indemnified Party unless: (i) if the indemnified party shall have Indemnified Party determines, acting reasonably concluded and on the written advice of external counsel, that there are likely actual or potential conflicts of interests exist which make representation chosen by the Indemnifying Party not advisable (such as where the named parties to be defenses that Third Party Claim include both the Indemnifying Party and the Indemnified Party, and the defences available to the indemnified party that Indemnified Party are different from or in addition to those available to the indemnifying partyIndemnifying Party); or (ii) if the indemnifying party Indemnifying Party has authorized the retention of that counsel. (c) If the Indemnifying Party, having elected to assume that conduct, thereafter fails to provide defend the indemnified party Third Party Claim within a reasonable time, the Indemnified Party will be entitled to assume that conduct, and the Indemnifying Party will be bound by the results obtained by the Indemnified Party with evidence reasonably acceptable respect to the indemnified party that Third Party Claim. If any Third Party Claim is of a nature such that the indemnifying party has sufficient financial resources Indemnified Party is required by Applicable Law to defend and fulfill its indemnification obligation make a payment to any Person (a “Third Party”) with respect to the Legal Action; (iii) if Third Party Claim before the Legal Action involves other than money damages completion of settlement negotiations or related legal proceedings, the Indemnified Party will provide prior written notice of that payment to the Indemnifying Party and seeks injunctive or other equitable relief; or (iv) if a judgment against thereafter may make that payment and the indemnified party Indemnifying Party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled forthwith after demand by the indemnified partyIndemnified Party, reimburse the Indemnified Party for that payment. If the defense amount of any liability of the Legal Action Indemnified Party under the Third Party Claim in respect of which that payment was made, as finally determined, is handled less than the amount that was paid by the indemnified party under Indemnifying Party to the provisions of this subsectionIndemnified Party, the indemnifying party shall Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as amount of that difference to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal ActionIndemnifying Party. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of If any assertion of liability Proceeding is instituted by or against a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation Indemnified Party intends to indemnifyseek indemnity under this Article IX (a “Third Party Claim”), the Legal Action Indemnified Party shall be defended promptly notify the Indemnifying Party of such Third Party Claim and tender to the Indemnifying Party the conduct or defense of such Third Party Claim. A failure by the indemnifying party Indemnified Party to give notice and such to tender the conduct or defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection Third Party Claim in a timely manner pursuant to this Section 9.4 shall not limit the obligation of the Indemnifying Party under this ArticleArticle IX, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, except (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; extent such Indemnifying Party is materially prejudiced thereby, (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to out-of-pocket expenses incurred during the Legal Action; period in which notice was not provided, and (iii) if such notice is not given within the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or applicable time period provided under Section 9.5 (ivb) if a judgment The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim as provided herein. If the indemnified party will, in Indemnifying Party notifies the good faith opinion of Indemnified Party that the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled Indemnifying Party elects to assume the defense of the Legal Action and Third Party Claim (such election to be without prejudice to the defense shall be handled by the indemnified party. If the defense right of the Legal Action Indemnifying Party to dispute whether such claim is handled by an indemnifiable Loss under this Article IX), then the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnifying Party shall have the right to be represented defend such Third Party Claim with counsel selected by advisory counsel the Indemnifying Party and accountantsreasonably satisfactory to the Indemnified Party, at its own expensein all appropriate proceedings, (ii) the indemnifying party to a final conclusion or settlement in accordance with this Section 9.4(b). The Indemnifying Party shall use reasonably diligent and good faith efforts to defend or prosecute such Third Party Claim and shall keep the indemnified party fully informed as to Indemnified Party reasonably advised of the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party claim and defense thereof and shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required consider in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended good faith recommendations made by the indemnifying partyIndemnified Party with respect thereto. The Indemnifying Party shall have full control of such defense and proceedings, the indemnifying party including any compromise or settlement thereof; however, neither Party shall not make enter into any settlement of any claim agreement without the written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting the generality of Notwithstanding the foregoing, it such consent shall not be deemed unreasonable required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to withhold consent to a all Indemnified Parties affected by the claim, (ii) the settlement involving injunctive agreement does not contain any admission of liability by or other equitable relief obligation on the part of the Indemnified Party or sanction or restriction upon the conduct or operation of any business by the Indemnified Party or its Affiliates and (iii) the settlement does not require any payment to be made by the Indemnified Party to any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided, however, that if the Indemnifying Party assumes control of the defense of such claim and the Indemnifying Party and the Indemnified Party have, in the opinion of legal counsel, materially conflicting interests or different defenses available with respect to such claim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b) within thirty (30) calendar days after receipt of any Claim Notice, then the Indemnified Party shall defend, and be reimbursed by the Indemnifying Party for its reasonable cost and expense in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party; provided, that if it is ultimately determined that the Indemnified Party would not be entitled to indemnification hereunder, even if the facts alleged in the Third Party Claim were true as alleged, the Indemnified Party shall promptly repay in full such reimbursed amounts to the Indemnifying Party. In the circumstances described in this Section 9.4(c), the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) If requested by the Party controlling the defense of a Third Party Claim, the other Party agrees, at the sole cost and expense of such controlling Party (but only if the controlling Party is actually entitled to indemnification hereunder), to cooperate with the controlling Party and its counsel in contesting any Third Party Claim being contested, including providing access to documents, records and information. In addition, the Party that is not controlling the defense will make its personnel available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably required by the Indemnifying Party. The Party not controlling the defense also agrees to cooperate with the controlling Party and its counsel in the making of any related counterclaim against the indemnified party Person asserting the Third Party Claim or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse any cross complaint against any Person and executing powers of attorney to the best interests of its continuing businessextent necessary.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under If any Claim covered by the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penaltiesforegoing indemnities is asserted against any Indemnified Party, fines and assessments) it shall be subject a condition to the following terms and conditions: (a) obligations under this section 9 that the Indemnified Party shall promptly give the Indemnifying Party notice thereof in accordance with section 9.2. The indemnified party Indemnifying Party shall give prompt written notice be entitled to control negotiations toward resolution of such claim without the indemnifying party necessity of any assertion of liability by a third party which might give rise to a claim for indemnificationlitigation, which notice shall state the nature and basis of the assertion and the amount thereofand, if litigation ensues, to defend the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party same with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that Indemnified Party, at the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willIndemnifying Party's expense, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense Indemnified Party shall be handled by the indemnified partyin such case extend reasonable cooperation in connection with such negotiation and defense. If the Indemnifying Party fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, the Indemnified Party shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Legal Action is handled by Indemnifying Party shall be liable to the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other Indemnified Party for its expenses reasonably incurred by in connection therewith which the indemnified party Indemnifying Party shall promptly pay. Neither the Indemnifying Party nor the Indemnified Party shall settle, compromise, or make any other disposition of any Claims, which would or might result in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as liability to the status of such Legal Action at all stages thereofIndemnified Party or the Indemnifying Party, whether or not the indemnified party is represented by its own counselrespectively, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim under this section 9 without the written consent of the indemnified partyIndemnified Party or the Indemnifying Party, respectively, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation (a) Subject to Clause 16.2(b) below, Shelter Management Agency (the “Indemnifying Party”) undertakes to indemnify the DUSIB (the “Indemnified Party”) from and against all losses, claims or damages on account of an indemnifying party bodily injury, death or damage to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement any person, corporation or other entity (including governmental claims for penalties, fines and assessmentsthe Indemnified Party) attributable to the Indemnifying Party's performance or non-performance under this Agreement. (b) The indemnities set out in this Clause shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to i. the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnificationIndemnified Party, which notice shall state as promptly as practicable, informs the nature and basis Indemnifying Party in writing of the assertion claim or proceedings and provides all relevant evidence, documentary or otherwise; ii. the amount thereofIndemnified Party may at its option (but shall not be obligated to), to at the extent known, provided, however, that no delay on the part cost of the indemnified party Indemnifying Party, give the Indemnifying Party all reasonable assistance in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Actionclaim including reasonable access to all relevant information, documentation and personnel provided that the defense shall be handled by the indemnified partyIndemnified Party may, at its sole cost and expense, reasonably participate, through its attorneys or otherwise, in such defense; iii. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall Indemnifying Party does not be entitled to assume full control over the defense of a claim as provided in this Clause, the Legal Action Indemnified Party may at its option participate in such defense at its sole cost and expense, and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall Indemnified Party will have the right to be represented by advisory counsel and accountants, at its own expense, (ii) defend the indemnifying party shall keep the indemnified party fully informed claim in such manner as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified partyit may deem appropriate, and its attorneys, accountants the cost and other representatives, all books and records expense of the indemnifying party relating to such Legal Action and (Indemnifying Party will be included in Losses; iv) . the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party Indemnified Party shall not make prejudice, pay or accept any settlement of proceedings or claim, or compromise any claim proceedings or claim, without the written consent of the indemnified partyIndemnifying Party; v. all settlements of claims subject to indemnification under this Clause will: (aa) be entered into only with the consent of the Indemnified Party, which consent shall will not be unreasonably withheld. Without limiting withheld and include an unconditional release to the generality Indemnified Party from the claimant for all liability in respect of such claim; and (ab) include any appropriate confidentiality agreement prohibiting disclosure of the foregoing, it terms of such settlement; and vi. the Indemnified Party shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse account to the best interests Indemnifying Party for all awards, settlements, damages and costs (if any) finally awarded in favor of its continuing businessthe Indemnified Party which are to be paid to it in connection with any such claim or proceedings.

Third Party Claims. The obligation (i) In the event that an Indemnified Party becomes aware of a Third Party Claim for which an indemnifying party Indemnifying Party would be liable to ------------------ indemnify another party to this Agreement under an Indemnified Party hereunder, the provisions Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of this Article with respect to claims resulting from such Claim, identifying the assertion of liability by Persons not parties to this Agreement (including governmental claims basis for penaltiessuch Claim or demand, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, or the estimated amount thereof to the extent known, then determinable (which estimate shall not be conclusive of the final amount of such Claim and demand; the "Claim Notice"); provided, however, that no delay on the part any failure to give such Claim Notice will not be deemed a waiver of any rights of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely Indemnified Party except to the extent that) the indemnifying party is rights of the Indemnifying Party are actually prejudiced by such delay. (b) failure. The Indemnifying Party will notify the Indemnified Party as soon as practicable whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party desires to defend the Indemnified Party with respect to which the indemnifying party may have an obligation Third Party Claim pursuant to indemnifythis Section 9.3(a), the Legal Action Indemnifying Party shall retain counsel (who shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party Indemnified Party) to represent the Indemnified Party and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel with regard thereto; provided, however, that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect any Indemnified Party is hereby authorized, prior to the Legal Action; (iii) if date on which it receives written notice from the Legal Action involves other than money damages Indemnifying Party designating such counsel, to retain counsel, whose fees and seeks injunctive expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other equitable relief; pleading and take such other action which it reasonably shall deem necessary to protect its interests or (iv) if a judgment against the indemnified party will, in the good faith opinion those of the indemnified party, establish a custom or precedent which will be materially adverse to Indemnifying Party. After the best interests of its continuing businessIndemnifying Party shall retain such counsel, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (iiix) the indemnifying party Indemnifying Party and the Indemnified Party shall make available have mutually agreed to the indemnified partyretention of such counsel or (y) the named parties of any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both Parties inappropriate under applicable standards of professional conduct. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its attorneyscounsel in contesting any claim or demand which the Indemnifying Party defends or, accountants if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person (other representatives, all books and records than the Indemnified Party or any of its Affiliates). A Claim or demand may not be settled by either party without the prior written consent of the indemnifying other party relating to (which consent will not be unreasonably withheld or delayed) unless, as part of such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partysettlement, the indemnifying party Indemnified Party shall receive a full and unconditional release reasonably satisfactory to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not make any settlement of settle any claim without the prior written consent of the indemnified partyIndemnified Party if such Claim is not exclusively for monetary Damages. (ii) If the Indemnifying Party fails to notify the Indemnified Party that the Indemnifying Party desires to defend the Third Party Claim pursuant to the preceding paragraph then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent shall will not be unreasonably withheld). Without limiting The Indemnified Party will have full control of such defense and proceedings, including (except as provided in the generality immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the foregoingIndemnifying Party, it shall cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the foregoing provisions of this paragraph, if the Indemnifying Party has notified the Indemnified Party that the Indemnifying Party disputes its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party the Indemnifying Party will not be deemed unreasonable required to withhold consent bear the costs and expenses of the Indemnified Party's defense pursuant to a this paragraph or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in connection with such litigation. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement involving injunctive or other equitable relief against controlled by the indemnified party or Indemnified Party pursuant to this paragraph, and the Indemnifying Party will bear its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse own costs and expenses with respect to the best interests of its continuing businesssuch participation.

Third Party Claims. The obligation If any demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the “Claim”) is brought against an indemnifying Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the “Indemnifying Party”), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party pursuant to ------------------ indemnify another party to Paragraph “C” of Article “21” of this Agreement under which notice shall contain a reasonably thorough description of the provisions nature and amount of this the Claim (the “Claim Notice”). The Indemnifying Party shall have the option to undertake, conduct and control the defense of such claim or demand. Such option to undertake, conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the Claim Notice pursuant to Paragraph “C” of Article with respect to claims resulting from the assertion “21” of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written such notice to control the indemnifying party of any assertion of liability by a third party which might give rise defense is hereinafter referred to a claim for indemnification, which notice shall state as the nature and basis “Defense Notice”). The failure of the assertion and Indemnified Party to notify the amount thereof, Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article “18” of this Agreement except to the extent knownthat such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense (it being understood that the Indemnifying Party shall be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “21” of this Agreement, then the Indemnified Party shall be entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “21” of this Agreement shall be deemed to be an election by the Indemnifying Party not to control the defense of the Claim); provided, however, that no delay on the part Indemnifying Party shall be entitled, if it so desires, to participate therein (it being understood that in such circumstances, the Indemnified Party shall be entitled to control the defense). Regardless of which party has undertaken to defend any claim, the Indemnifying Party may, without the prior written consent of the indemnified party Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in giving notice the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent of the Indemnified Party shall relieve be a condition to any such settlement. Notwithstanding the indemnifying party foregoing provisions of any obligation to indemnify unless (and then solely this Article “18” of this Agreement, as a condition to the extent that) Indemnifying Party either having the indemnifying party is prejudiced by such delay. (b) If any actionright to defend the Claim, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyhaving control over settlement as indicated in this Article “18” of this Agreement, the Legal Action Indemnifying Party shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willexecute an agreement, in the good faith opinion form annexed hereto and made a part hereof as Exhibit “F”, acknowledging its liability for indemnification pursuant to this Article “18” of this Agreement. Whether the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not be entitled to control and assume the defense of the Legal Action and Claim or only participate in the defense shall be handled by the indemnified party. If the defense or settlement of the Legal Action is handled by the indemnified party under the provisions of this subsectionClaim, the indemnifying party Indemnified Party shall pay give the Indemnifying Party and its counsel access, during normal business hours, to all legal relevant business records and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified partydocuments, and shall permit them to consult with its attorneys, accountants employees and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Actioncounsel. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation (i) Within ten (10) days after receipt by the Indemnified Party of an indemnifying party to ------------------ indemnify another party to this Agreement under notice of the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party commencement of any assertion of liability action by a third party which might give rise in respect of which, if successful, the Indemnified Party would be entitled to indemnification hereunder (a claim for indemnification“Third Party Claim”), which notice the Indemnified Party shall state notify each Indemnifying Party thereof in writing (stating the nature nature, basis and basis amount of the assertion and claim in reasonable detail), but any failure to so notify the amount thereof, Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party other than to the extent knownthe Indemnifying Party is actually prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party within ten (10) days after the Indemnified Party’s receipt thereof, copies of all notice and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party shall have the right to assume control of the defense of the Indemnified Party against the Third Party Claim, or if the Indemnifying Party does not assume such defense, to participate in the defense of such Third Party Claim at its own expense. The Indemnified Party shall have the right to participate in such action or proceeding and to retain its own counsel but the Indemnifying Party shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to employ counsel in a timely manner, or (iii) the Indemnified Party shall have been advised by legal counsel that having common counsel would present such counsel with a conflict of interest or the defendants in or targets of any such action or proceeding include both an Indemnified Party and an Indemnifying Party and such Indemnified Party reasonably concludes that there may be legal defenses available to it or other Indemnified Parties that are in conflict with, or could reasonably be expected to conflict with, those available to the Indemnifying Party; provided, however, that no delay on the part Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings in the same jurisdiction arising out of the indemnified party in giving notice shall relieve same general allegations, be liable for the indemnifying party fees and expenses of more than one separate firm of attorneys at any obligation to indemnify unless (and then solely time for all Indemnified Parties, except to the extent that) the indemnifying party that local counsel, in addition to its regular counsel, is prejudiced by required in order to effectively defend against such delayaction or proceeding. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if So long as the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume Indemnifying Party is conducting the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense.Third Party Claim: (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have be entitled to participate in the right defense of such claim and to be represented by advisory employ counsel and accountants, at its own expense, expense to assist in the handling of such claim; (ii) the indemnifying party no Indemnifying Party shall keep the indemnified party fully informed as consent to the status entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Legal Action at all stages thereof, whether or not claim without the indemnified party is represented by its own counsel, applicable Indemnified Party’s consent; and (iii) the indemnifying party Indemnifying Party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating not be liable to such Legal Action and Indemnified Party hereunder for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. (iv) The Indemnified Parties from whom the parties defense was assumed shall render to each other reimburse the Indemnifying Party assuming the defense for all legal fees and expenses reasonably incurred in defending against such assistance as may be reasonably claim if it is subsequently determined that the Third Party Claim is a claim for which indemnification is not required in order to ensure under this Article XVII. The Indemnified Party shall obtain the proper and adequate defense prior written approval of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partyIndemnifying Party before paying, the indemnifying party shall not make discharging, or admitting liability or entering into any settlement of any a claim without the written consent or ceasing to defend against such claim (with such approval not to be unreasonably withheld or delayed). All of the indemnified partyapplicable Indemnified and Indemnifying Parties shall cooperate with the Party assuming the defense in the defense thereof. Such cooperation shall include the retention and the provision, to the Party assuming the defense, of records and information, which consent are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Party assuming the defense shall not be unreasonably withheld. Without limiting keep the generality of applicable Indemnified and Indemnifying Parties fully informed regarding the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessprogress and status thereof.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to All claims for indemnification made under this Agreement under the provisions resulting from, related to or arising out of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement a third party claim against an Indemnified Party (including governmental claims for penalties, fines and assessmentsa “Third Party Claim”) shall be subject to made in accordance with the following terms and conditions: procedures. A Person entitled to indemnification under this Article V (aan “Indemnified Party”) The indemnified party shall give prompt written notice notification to the indemnifying party of any assertion of liability by Indemnifying Party (a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis “Third Party Claim Notice”) of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part commencement of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding relating to a third party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party. For purposes of this Agreement, “Indemnifying Party” means (i) in the case of a "Legal Action") is brought against an indemnified party with respect to which claim for indemnification by the indemnifying party may have an obligation to indemnifyBuyer (or any other Buyer Indemnified Party), the Legal Action shall be defended Seller, and (ii) in the case of a claim for indemnification by the indemnifying party and such defense Seller (or any other Seller Indemnified Party), the Buyer. Such Third Party Claim Notice shall include all proceedings a description in reasonable detail (to the extent then known by the Indemnified Party) of (A) the facts constituting the basis for such Third Party Claim and appeals which counsel for (B) the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions amount of the previous subsection Damages claimed (the “Third Party Claim Amount”). No delay or failure on the part of this Articlethe Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party is actually prejudiced thereby. Within [**] after receipt of such Third Party Claim Notice, until the indemnifying party shall have assumed Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense with counsel reasonably satisfactory to the Indemnified Party of any such Third Party Claim seeking (i) solely monetary damages or (ii) injunctive relief that would be reasonably expected to be immaterial to the operations or business of the Indemnified Party and monetary damages; provided that prior to the assumption of the defense of any such Legal ActionThird Party Claim, the defense Indemnifying Party shall be handled by provide a written undertaking confirming that as between the indemnified party. FurthermoreIndemnified Party and the Indemnifying Party, assuming the facts alleged in such Third Party Claim are true, that it would have been an indemnity obligation for Damages resulting from such Third Party Claim (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available subject to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified partylimitations set forth herein). If the defense Indemnifying Party does not assume control of the Legal Action is handled by the indemnified party under the provisions of this subsectionsuch defense, the indemnifying party Indemnified Party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting control such defense. (d) In any Legal Action initiated by a third . The party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from outside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (ii1) counsel for the indemnifying Indemnified Party. The party controlling such defense shall keep the indemnified other party fully informed as to reasonably advised of the status of such Legal Action at all stages action, suit, proceeding or claim and the defense thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party . The Indemnified Party shall not make agree to any settlement of any such action, suit, proceeding or claim without the prior written consent of the indemnified party, which consent Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that (x) does not include a complete release of the Indemnified Party from all liability with respect thereto, (y) includes any admission by, or finding adverse to, the Indemnified Party or (z) imposes any liability or obligation on the Indemnified Party, in each case, without the prior written consent of the Indemnified Party (not to be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive conditioned or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessdelayed).

Third Party Claims. The obligation obligations of an indemnifying party to ------------------ indemnify another party to under this Agreement under the provisions of this Article Section 11.2(d) with respect to Damages arising from claims resulting from the assertion of liability by Persons not parties any third party that are subject to this Agreement indemnification as provided for in Section 11.2(a) or Section 11.2(b) (including governmental claims for penalties, fines and assessmentsa “Third Party Claim”) shall be subject to governed by and be contingent upon the following additional terms and conditions: (ai) The indemnified party shall give prompt written notice to At its option, the indemnifying party may assume the defense of any assertion Third Party Claim by giving written Notice to the Indemnified Party within ten (10) days after the indemnifying party’s receipt of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis an Indemnification Claim Notice. The assumption of the assertion and defense of a Third Party Claim by the amount thereofindemnifying party shall be construed as an acknowledgment that the indemnifying party is liable to indemnify any Indemnitee in respect of the Third Party Claim. Upon assuming the defense of a Third Party Claim, to the extent known, indemnifying party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying party; provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely such counsel is reasonably acceptable to the extent thatIndemnified Party, provided, further, that in the event that (i) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by conflict of interest arises between the indemnifying party and the Indemnified Party such defense shall include all proceedings and appeals which that such legal counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until cannot represent both the indemnifying party shall have assumed and the defense of any such Legal Action, Indemnified Party or (ii) the defense shall be handled Indemnitee has been advised in writing by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded counsel that there are likely to may be one or more legal defenses available to the indemnified party Indemnitee Party that are different from or in addition to those available to that of the indemnifying party; , the Indemnitee may retain its own legal counsel at the expense of the indemnifying party and the indemnifying party and its counsel shall cooperate with the Indemnified Party and its counsel, as may be reasonably requested. Except as set forth above, should the indemnifying party assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. (ii) if Without limiting Section 11.2(d)(i), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnitee’s sole cost and expense, except as described in Section 11.2(d)(i), unless (A) the employment thereof has been specifically authorized by the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that in writing, or (B) the indemnifying party has sufficient financial resources failed to defend assume the defense and fulfill employ counsel in accordance with Section 11.2(d)(i) (in which case the Indemnified Party shall control the defense). (iii) With respect to any Damages relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee’s or the Indemnified Party’s becoming subject to injunctive or other relief for other than money damages, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the indemnifying party, in its indemnification obligation sole discretion, shall deem appropriate, provided that, as a result of or in connection with any such settlement each Indemnitee or Indemnified Party shall receive a full release with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive such claim. The indemnifying party shall not be liable for any settlement or other equitable relief; disposition of Damages by an Indemnitee or Indemnified Party that is reached without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnifying party chooses to defend or prosecute any Third Party Claim, no Indemnitee or Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld. (iv) if a judgment against Notwithstanding the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessforegoing, the indemnifying party shall not be entitled to assume the defense of the Legal Action any Third Party Claim (and the defense shall be handled liable for the reasonable fees and expenses of counsel incurred by the indemnified partyIndemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines cannot be separated from any related claim for money damages. If the defense such equitable relief or other relief portion of the Legal Action is handled by the indemnified party under the provisions of this subsectionThird Party Claim can be so separated from that for money damages, the indemnifying party shall pay all legal and other expenses reasonably incurred by be entitled to assume the indemnified party in conducting such defensedefense of the portion relating to money damages. (dv) In any Legal Action initiated by a third party and defended by Regardless of whether the indemnifying party (i) chooses to defend or prosecute any Third Party Claim, the indemnified Indemnified Party and the indemnifying party shall, and shall have cause each other Indemnitee or Affiliate of the right indemnifying party, as applicable, to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to be represented the indemnifying party or Indemnified Party, as applicable, to, and reasonable retention by advisory counsel each such Person of, records and accountantsinformation that are reasonably relevant to such Third Party Claim, at its own expenseand making each such Person and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, (ii) and the indemnifying party shall keep the indemnified party fully informed as to the status of reimburse each such Legal Action at Person for all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required reasonable out-of-pocket expenses in order to ensure the proper and adequate defense of the Legal Actionconnection therewith. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to All claims for indemnification made under this Agreement under the provisions resulting from, related to or arising out of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) a third-party claim against an Indemnified Party shall be subject to made in accordance with the following terms and conditions: (a) The indemnified party procedures. An Indemnified Party shall give prompt written notice notification to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis Indemnifying Party of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part commencement of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party. Such notification shall include a description in reasonable detail (a "Legal Action"to the extent known by the Indemnified Party) is brought against an indemnified of the facts constituting the basis for such third-party with respect to which claim and the indemnifying party may have an obligation to indemnifyamount of the Damages claimed. Within 30 days after delivery of such notification, the Legal Action shall be defended by Indemnifying Party may, upon written notice thereof to the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions Indemnified Party, assume control of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Actionaction, the defense shall be handled by the indemnified party. Furthermoresuit, (i) if the indemnified party shall have proceeding or claim with counsel reasonably concluded that there are likely to be defenses available satisfactory to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified partyIndemnified Party. If the defense Indemnifying Party does not assume control of the Legal Action is handled by the indemnified party under the provisions of this subsectionsuch defense, the indemnifying party Indemnified Party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting control such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, . The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, (ii) based on advice from counsel, that the indemnifying party Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses, not to exceed US$25,000 per claim, of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement. The Party controlling such defense shall keep the indemnified party fully informed as to other Party advised of the status of such Legal Action at all stages thereofaction, whether suit, proceeding or not claim and the indemnified party is represented by its own counsel, (iii) the indemnifying party defense thereof and shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended consider recommendations made by the indemnifying party, the indemnifying party other Party with respect thereto. The Indemnified Party shall not make agree to any settlement of any such action, suit, proceeding or claim without the prior written consent of the indemnified party, which consent Indemnifying Party. The Indemnifying Party shall not be unreasonably withheld. Without limiting the generality agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of the foregoing, it shall not be deemed unreasonable to withhold Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent to a settlement involving injunctive or other equitable relief against of the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessIndemnified Party.

Third Party Claims. The obligation of (i) If any Person who is not a Party (or an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article Affiliate thereof) notifies any Indemnified Party with respect to claims resulting from the assertion of liability by Persons not parties any matter (a “Third Party Claim”) that could be reasonably expected to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim by such Indemnified Party for indemnificationindemnification against any Indemnifying Party under this Agreement, which notice then the Indemnified Party shall state promptly notify the nature and basis of the assertion and the amount thereof, to the extent known, Indemnifying Party by delivering an Indemnification Certificate thereto; provided, however, that no delay on the part of failure to so notify the indemnified party in giving notice Indemnifying Party shall not relieve the indemnifying party Indemnifying Party of any obligation to indemnify unless (and then solely its obligations hereunder except to the extent thatsuch failure shall have materially prejudiced the Indemnifying Party (except that the Indemnifying Party will not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such Notice), it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the indemnifying party is prejudiced entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such Third Party Claim. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by such delaythe Indemnified Party relating to the Third Party Claim. (bii) If any action, suit The Indemnifying Party will have the right to participate in or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed assume the defense of any Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party notifies the Indemnified Party, within ten (10) days after the Indemnified Party has given Notice of the Third Party Claim to the Indemnifying Party (or by such Legal Action, earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense shall be handled by of such Third Party Claim and will indemnify the indemnified party. FurthermoreIndemnified Party against such Third Party Claim in accordance with this Article 8, (iB) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to Indemnifying Party provides the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party Indemnified Party with evidence reasonably acceptable to the indemnified party Indemnified Party that the indemnifying party Indemnifying Party has sufficient and will at all times continue to have the financial resources to defend the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligation obligations hereunder with respect to thereto, (C) the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume Indemnifying Party conducts the defense of the Legal Action Third Party Claim actively and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal diligently and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own costs and expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.and

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability If a claim by a third party which might give rise is made against an Indemnified Party, and if such Indemnified Party intends to a claim for indemnificationseek indemnity with respect thereto under this Article VIII, which such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall state the nature and basis not result in a waiver of the assertion and the amount thereof, any right to indemnification hereunder except to the extent knownthat the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, providedconduct and control, howeverthrough counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that no delay on the part of the indemnified party Indemnifying Party acknowledges in giving notice shall relieve the indemnifying party of any writing its obligation to indemnify unless (the Indemnified Party in respect of such claim), and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party Indemnified Party shall cooperate with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) it in connection therewith. Notwithstanding the provisions of the previous subsection of this Articleforegoing, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party an Indemnified Party shall have the right to be represented employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by advisory counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and accountantsthe Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at its own expensethe expense of the Indemnifying Party, (ii) the indemnifying party Indemnifying Party shall keep not have the indemnified party fully informed as right to assume the status defense thereof and the reasonable expenses of such Legal Action counsel shall be at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records expense of the indemnifying party relating Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to such Legal Action and pay the expenses of more than one (iv1) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party separate counsel. The Indemnified Party shall not make any settlement of pay or settle any claim without the prior written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting the generality of Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be deemed unreasonable unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to withhold consent all Indemnified Parties an unconditional release from all liability with respect to a settlement involving injunctive or other equitable such claim and (ii) the only relief imposed against such Indemnified Party is the indemnified party or its assets, employees or business, or relief payment of monetary damages which are paid by the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessIndemnifying Party.

Third Party Claims. The obligation (a) If any Indemnified Party receives notice of the assertion or commencement of any Legal Proceeding made or brought by any Person who is not an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article Indemnified Party (a “Third Party Claim”) against such Indemnified Party with respect to claims resulting from which the assertion Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of liability by Persons not parties to this Agreement (including governmental claims for penaltiesits indemnification obligations, fines except and assessments) shall be subject only to the following terms extent that the Indemnifying Party is actually and conditions: (a) materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The indemnified party Indemnifying Party shall give prompt have the right to participate in, or by giving written notice to the indemnifying party Indemnified Party, to assume the defense of any assertion Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel; provided that the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim (i) that asserts criminal liability or in which any remedy other than the payment of monetary damages is sought; (ii) that involves a claim with respect to which the interests of the Indemnified Party and the Indemnifying Party are, or would reasonably be expected to be, in conflict with one another; or (iii) other than with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed) that relates to any material customer of the Business (collectively, the “Assumption of Defense Conditions”). The Indemnified Party shall cooperate in good faith in the defense of any Third Party Claim assumed by a third party which might give rise the Indemnifying Party, with all reasonable out-of-pocket expenses incurred by the Indemnified Party in connection with such cooperation being borne by the Indemnifying Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 6.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 6.5(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Acquirer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to a claim for indemnificationconfidentiality agreement reasonably acceptable to the Parties) records relating to such Third Party Claim and furnishing, which notice shall state without expense (other than reimbursement of actual out-of-pocket expenses) to the nature and basis defending Party, management employees of the assertion non-defending Party as may be reasonably necessary for the preparation of the defense of such Third Party Claim; provided that the Indemnified Party and the amount thereof, Indemnifying Party shall use their reasonable best efforts to preserve the extent known, provided, however, that no delay on attorney-client privilege with respect to any information shared between the part of the indemnified party Parties in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by connection with such delaycooperation. (b) If Notwithstanding any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyother provision of this Agreement, the Legal Action Indemnifying Party shall be defended by not enter into settlement of any Third Party Claim unless (i) the indemnifying party Assumption of Defense Conditions have been satisfied and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have Indemnifying Party has actually assumed the defense of any such Legal Actionthe Third Party Claim, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by Indemnified Party has provided its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the prior written consent of the indemnified party, (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting If a firm offer is made to settle a Third Party Claim without leading to liability or the generality creation of a financial or other obligation on the part of the foregoingIndemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within fifteen (15) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, then if the Assumption of Defense Conditions have been satisfied and the Indemnifying Party has actually assumed the defense of the Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 6.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be deemed unreasonable to withhold consent to a settlement involving injunctive unreasonably withheld, conditioned or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessdelayed).

Third Party Claims. The obligation Reasonably promptly after service of an indemnifying notice of any claim or of process by any third party to ------------------ indemnify another in any matter in respect of which indemnity may be sought from the other party pursuant to this Agreement under Agreement, the provisions party in receipt of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement claim (including governmental claims for penalties, fines and assessmentsthe "Indemnified Party") shall be subject to notify the following terms and conditions: other party (athe "Indemnifying Party") The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and receipt thereof. Failure to give such notice reasonably promptly shall not relieve the Indemnifying Party of its obligation hereunder; PROVIDED, HOWEVER, that if such failure to give notice reasonably promptly irreparably prejudices the ability of the Indemnifying Party to defend such claims or materially increases the amount thereofof indemnification which the Indemnifying Party is obligated to pay hereunder, to the extent known, provided, however, that no delay on the part amount of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect indemnification to which the indemnifying party may have an obligation Indemnified Party will be entitled to indemnify, the Legal Action receive shall be defended by reduced to an amount which the indemnifying party and Indemnified Party would have been entitled to receive had such defense notice been timely given. Unless the Indemnifying Party shall include all proceedings and appeals which counsel for notify the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed Indemnified Party that it elects to assume the defense of any such Legal Actionclaim or process or settlement thereof at its sole cost and expense with counsel reasonably satisfactory to the Indemnified Party (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense (and in no event later than 10 days following the aforesaid notice) and to be accompanied by an acknowledgment of the Indemnifying Party's obligation to indemnify the Indemnified Party in respect of such matter), the Indemnified Party shall assume the defense of any such claim or process or settlement thereof at the sole cost and expense of the Indemnifying Party. Such defense shall be handled by conducted expeditiously (but with due regard for obtaining the indemnified partymost favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party or Indemnified Party, as the case may be, shall be advised promptly of all developments. FurthermoreIf the Indemnifying Party assumes the defense, the Indemnified Party will have the right to participate fully in any such action or proceeding and to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) if the indemnified party Indemnifying Party shall have reasonably concluded that there are likely agreed to the retention of such counsel for both the Indemnifying and Indemnified Parties or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the Indemnified Party has additional defenses not available to the indemnified Indemnifying Party. No settlement of a claim by either party that are different from or in addition to those available to shall be made without the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion prior written consent of the indemnified other party, establish a custom which consent shall not be unreasonably withheld or precedent which will be materially adverse to delayed. Notwithstanding the best interests of its continuing businessforegoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of the Legal Action any such action or proceeding (and the defense shall be handled by liable for the indemnified party. If the defense fees and expenses of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably counsel incurred by the indemnified party Indemnified Party in conducting defending such defense. (dmatter) In any Legal Action initiated by a third party to the extent that the action or proceeding seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party subject to the same requirements referred to above for the Indemnifying Party when it is entitled to assume such defense and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of settle such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim matter without the prior written consent of the indemnified partyIndemnifying Party unless such settlement involves the payment of money, in which event the required prior written consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive withheld or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessdelayed.

Third Party Claims. The obligation of an indemnifying party Subject to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to VIII, all claims resulting from the assertion of liability by Persons not parties to for indemnification, compensation or reimbursement made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (including governmental claims for penalties, fines and assessmentsas defined below) shall be subject to made in accordance with the following terms and conditions: procedures. A person or entity entitled to indemnification, compensation or reimbursement under this Article VI (aan “Indemnified Party”) The indemnified party shall give prompt written notice notification to the indemnifying party Party from whom indemnification, compensation or reimbursement is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a third-party claim (a “Third-Party Claim”) for which indemnification may be sought or, if earlier, upon the assertion of liability any such claim by a any third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, party; provided, however, that no delay on the part of the indemnified party in giving notice providing such notification shall relieve the indemnifying party of any obligation to indemnify affect an Indemnified Party’s rights hereunder unless (and then solely only to the extent that) the indemnifying party Indemnifying Party is prejudiced by such delay. (b) If thereby. The Indemnifying Party may, at any actiontime, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect upon written notice thereof to which the indemnifying party may have an obligation to indemnifyIndemnified Party, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions assume control of the previous subsection defense of this Articlesuch Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided, until however, that the indemnifying party shall have assumed Indemnifying Party may not assume the control of the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, Third-Party Claim unless (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from such Third-Party Claim involves only a claim for monetary Damages or in addition to those available to the indemnifying party; incidental non-monetary equitable relief and (ii) if the indemnifying party fails Indemnifying Party notifies the Indemnified Party in writing prior to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion assuming control of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of such Third-Party Claim that the Legal Action Indemnifying Party will indemnify the Indemnified Party from and against all Damages and other amounts that the defense shall be handled by Indemnified Party may suffer as a result of such Third-Party Claim (subject to the indemnified partylimitations set forth in Section 6.5(b)). If the defense Indemnifying Party does not assume control of the Legal Action is handled by the indemnified party under the provisions of this subsectionsuch defense, the indemnifying party Indemnified Party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting control such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, . The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, (ii) based on advice from counsel, that the indemnifying party Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third-Party Claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered Damages for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the indemnified party fully informed as to other Party advised of the status of such Legal Action at all stages thereof, whether or not Third-Party Claim and the indemnified party is represented by its own counsel, (iii) defense thereof and shall consider the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended recommendations made by the indemnifying party, the indemnifying party other Party with respect thereto. The Indemnified Party shall not make agree to any settlement of any claim such Third-Party Claim without the prior written consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality The Indemnifying Party shall not agree to any settlement of such Third-Party Claim that does not include a complete release of the foregoingIndemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party, it which consent shall not be deemed unreasonable to withhold consent to a settlement involving injunctive unreasonably withheld, conditioned or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessdelayed.

Third Party Claims. The obligation (i) If an Indemnified Party receives notice or otherwise learns of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions assertion by a person other than a Purchaser Indemnitee or Seller Indemnitee of this Article any claim with respect to claims resulting from which the assertion of liability by Persons not parties Indemnifying Party may be obligated to provide indemnification under this Agreement (including governmental claims for penaltiesArticle 8, fines and assessments) the Indemnified Party shall give written notification to the Indemnifying Party within five days thereafter. Such notice shall be subject accompanied by reasonable supporting documentation submitted by such third party (to the following terms extent then in the possession of the Indemnified Party) and conditions: shall describe in reasonable detail (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability extent known by a third party which might give rise to a claim the Indemnified Party) the facts constituting the basis for indemnification, which notice shall state the nature and basis of the assertion such suit or proceeding and the amount thereof, to of the extent known, claimed damages; provided, however, that no delay or deficiency on the part of the indemnified party Indemnified Party in giving notice so notifying the Indemnifying Party shall relieve the indemnifying party Indemnifying Party of any Liability or obligation to indemnify unless (and then solely hereunder except to the extent that) of any Damage or Liability caused by or arising out of such failure or to the indemnifying party is prejudiced by extent such delay. (b) If any actiondelay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice to the Indemnified Party, assume control of the defense of such suit or proceeding (a "Legal Action") is brought against an indemnified party with respect counsel reasonably satisfactory to which the indemnifying party Indemnified Party; provided, however, that the Indemnifying Party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions not assume control of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from a suit or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified partyproceeding involving criminal liability. If the defense Indemnifying Party does not so assume control of the Legal Action is handled by the indemnified party under the provisions of this subsectionsuch defense, the indemnifying party Indemnified Party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting control such defense. (dii) In any Legal Action initiated by a third The party and defended by not controlling such defense (the indemnifying party (i“Non-controlling Party”) the indemnified party shall have the right to be represented by advisory counsel and accountants, may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party concludes, upon the written opinion of counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Damages” for purposes of this Agreement. The Indemnified Party shall be entitled to participate in the defense with counsel of its own choosing at the Indemnified Party’s own cost and expense. The party controlling such defense (iithe “Controlling Party”) the indemnifying party shall keep the indemnified party fully informed as to Non-controlling Party reasonably advised of the status of such Legal Action at all stages thereofsuit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (including copies of any summons, whether complaint or not other pleading that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the indemnified party is represented by its own counsel, same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party The Indemnifying Party shall not make agree to any settlement of, or the entry of any claim judgment arising from, any such suit or proceeding without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld. Without limiting , conditioned or delayed; provided, however, that the generality consent of the foregoing, it Indemnified Party shall not be deemed unreasonable required if the Indemnifying Party agrees to withhold consent pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party shall not agree to any settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or businessof, or relief which the indemnified party reasonably believes could establish a custom entry of any judgment arising from, any such suit or precedent which will be adverse to proceeding without the best interests prior written consent of its continuing businessthe Indemnifying Party.

Third Party Claims. The obligation obligations of an indemnifying party to ------------------ indemnify another party to under this Agreement under the provisions of this Article Section 11.02 with respect to Damages arising from claims resulting from the assertion of liability by Persons not parties any third party that are subject to this Agreement indemnification as provided for in Section 11.02(a) or Section 11.02(b) (including governmental claims for penalties, fines and assessmentsa "Third Party Claim") shall be subject to governed by and be contingent upon the following additional terms and conditions: (ai) The indemnified At its option, the indemnifying party shall give prompt may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying party shall not be construed as an acknowledgment that the indemnifying party is liable to indemnify any Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying party of any assertion of liability by a third party which might give rise to a defenses it may assert against any Indemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyappoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying party, provided that in the Legal Action shall be defended by event that a conflict of interest arises between the indemnifying party and its Indemnified Party such defense shall include all proceedings and appeals which that such legal counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until cannot represent both the indemnifying party and the Indemnified Party, the Indemnitee may retain its own legal counsel at the expense of the indemnifying party and the indemnifying party and its counsel shall have assumed cooperate with the Indemnified Party and its counsel, as may be reasonably requested. In the event the indemnifying party assumes the defense of any such Legal Actiona Third Party Claim, the defense Indemnified Party shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available immediately deliver to the indemnifying party; party all original notices and documents (iiincluding court papers) if received by any Indemnitee in connection with the Third Party Claim. Except as set forth above, should the indemnifying party fails to provide assume the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if defense of a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessThird Party Claim, the indemnifying party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. (ii) Without limiting Section 11.02(d)(i), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnitee's own expense, except as described above, unless (A) the employment thereof has been specifically authorized by the indemnifying party in writing, or (B) the indemnifying party has failed to assume the defense and employ counsel in accordance with Section 11.02(d)(i) (in which case the Indemnified Party shall control the defense). (iii) With respect to any Damages relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's or the Indemnified Party's becoming subject to injunctive or other relief or otherwise adversely affect the business or reputation of the Legal Action Indemnitee or the Indemnified Party in any manner, and as to which the defense indemnifying party shall be handled by have acknowledged in writing the indemnified party. If obligation to indemnify the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionIndemnitee hereunder, the indemnifying party shall pay have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that, as a result of or in connection with any such settlement each Indemnitee or Indemnified Party shall receive a full release with respect to such claim. With respect to all legal and other expenses reasonably incurred by the indemnified party Damages in conducting such defense. (d) In any Legal Action initiated by a third party and defended by connection with Third Party Claims, where the indemnifying party (i) has assumed the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partyThird Party Claim in accordance with Section 11.02(d)(i), the indemnifying party shall not make have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying party shall not be liable for any claim settlement or other disposition of Damages by an Indemnitee or Indemnified Party that is reached without the written consent of the indemnified indemnifying party. Regardless of whether the indemnifying party chooses to defend or prosecute any Third Party Claim, no Indemnitee or Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying party. (iv) Regardless of whether the indemnifying party chooses to defend or prosecute any Third Party Claim, the Indemnified Party and each indemnifying party shall, and shall cause each other Indemnitee or Affiliate of any such indemnifying party, which consent as applicable, to, cooperate in the defense or prosecution thereof and shall not furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be unreasonably withheldreasonably requested in connection therewith. Without limiting Such cooperation shall include access during normal business hours afforded to the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified indemnifying party or Indemnified Party, as applicable, to, and reasonable retention by each such Person of, records and information that are reasonably relevant to such Third Party Claim, and making each such Person and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying party shall reimburse each such Person for all its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessreasonable out-of-pocket expenses in connection therewith.

Third Party Claims. The obligation (i) In order for a Person (the “indemnified party”) to be entitled to any indemnification provided for under Section 5.01 or 5.02 in respect of, arising out of an or involving a claim made by any third Person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the party that will potentially be obligated to provide indemnification hereunder (the “indemnifying party”) in writing of the Third Party Claim promptly following receipt by such indemnified party of written notice of the Third Party Claim, stating in reasonable detail the nature, basis and amount thereof (to the extent then known), along with copies of the relevant notices and documents (including court papers) received by the indemnified party evidencing such Third Party Claim, and the basis for indemnification sought; provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to ------------------ indemnify another the indemnifying party, promptly following the indemnified party’s receipt thereof, copies of all other notices and documents (including court papers) received by the indemnified party relating to this Agreement the Third Party Claim. (ii) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof by written notice to the indemnified party (which notice shall state without qualification that such indemnifying party is liable under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessmentssuch Third Party Claim) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to within 30 days after the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis party’s receipt of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part notice of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless Third Party Claim contemplated by paragraph (and then solely to the extent thati) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party above with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended counsel selected by the indemnifying party and party; provided that such defense shall include all proceedings and appeals which counsel for the indemnified party shall is not reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled objected to by the indemnified party. Furthermore; and provided further, (i) if that notwithstanding the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessforegoing, the indemnifying party shall not be entitled to assume control of such defense and, instead, shall pay the legal fees, costs and expenses of counsel retained by the indemnified party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the claim seeks an injunction or equitable relief against the indemnified party that the indemnified party reasonably determines, after consultation with its outside counsel, cannot be separated from any related claim for money damages; provided that if a claim seeking an injunction or equitable relief against the indemnified party can be separated from a related claim for money damages, the indemnifying party may only be entitled to assume control of the defense of the Legal Action claim for money damages, (C) after notice and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectiona reasonable opportunity to cure (not to exceed two Business Days), the indemnifying party failed or is failing to reasonably prosecute or defend such claim or (D) in the indemnified party’s reasonable judgment, a conflict of interest between the indemnified party and the indemnifying party exists with respect to the claim. If the indemnifying party assumes the defense of a Third Party Claim, (1) the indemnifying party shall pay all not be liable to the indemnified party for any legal and other expenses reasonably subsequently incurred by the indemnified party in conducting such defense. connection with the defense thereof and (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i2) the indemnified party shall have the right to be represented by advisory counsel participate in the defense thereof and accountantsto employ counsel, at its own expense, (ii) separate from the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. Subject to the limitations and conditions contained in this Article, the indemnifying party shall be liable for the fees, costs and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not make any settlement assumed the defense thereof (including in respect of Third Party Claims the defense of which the indemnifying party was not entitled to assume or continue in accordance with the second proviso of the first sentence of this paragraph (ii)). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any claim materials provided hereunder. Whether or not the indemnifying party has assumed the defense of a Third Party Claim, no party shall admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the other applicable party’s prior written consent of the indemnified party, (which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive conditioned or other equitable relief against delayed); provided that the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its assetsterms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, employees or business, or relief which releases the indemnified party reasonably believes could establish a custom completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. (iii) The indemnification required by Section 5.01 or precedent which will 5.02 shall be adverse to made by periodic payments of the best interests amount thereof during the course of its continuing businessthe investigation or defense of the Third Party Claim, as and when bills are received or Losses are incurred. (iv) All claims under Section 5.01 or 5.02 other than Third Party Claims shall be governed by paragraph (b) below.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with With respect to claims resulting from the assertion any Third Party Claim, provided such Claim is solely in respect of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks does not seek any injunctive or other equitable relief; relief and settlement of, or (iv) if a an adverse judgment against the indemnified party willwith respect to, such Claim is not, in the good faith opinion reasonable judgment of the indemnified partyIndemnified Party, likely to establish a precedent, custom or precedent which will be materially practice adverse to the best continuing business interests of its continuing businessthe Indemnified Party, the indemnifying party Indemnifying Party shall not be entitled have the right, at its expense and by providing notice within thirty (30) days of receiving notice of such Third Party Claim, to participate in or assume the defense control of the Legal Action and negotiation, settlement or defence of the defense Claim and, in such event, the Indemnifying Party shall be handled by reimburse the indemnified partyIndemnified Party for all of the Indemnified Party’s reasonable out-of-pocket expenses as a result of such participation or assumption. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionIndemnifying Party elects to assume such control, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be represented paid by advisory the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and accountantsthe Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences). Upon assumption of control by the Indemnifying Party: (i) the Indemnifying Party shall actively and diligently proceed with the defence, compromise or settlement of the Claim at its own sole cost and expense, (ii) retaining counsel reasonably satisfactory to the indemnifying party Indemnified Party Person; the Indemnifying Party shall keep the indemnified party Indemnified Party fully informed as advised with respect to the status of such Legal Action at the Claim (including supplying copies of all stages thereof, whether or not relevant documents promptly as they become available) and shall arrange for its counsel to inform the indemnified party is represented by its own counsel, Indemnified Party on a regular basis of the status of the Claim; and (iii) the indemnifying party Indemnifying Party shall make available not consent to the indemnified party, and its attorneys, accountants and other representatives, all books and records entry of any judgment or enter into any settlement with respect to the indemnifying party relating Claim unless consented to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, Indemnified Party (which consent shall may not be unreasonably withheldor arbitrarily withheld or delayed). Without limiting If the generality Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the foregoingIndemnified Party under the Third Party Claim in respect of which such a payment was made, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against as finally determined, is less than the indemnified party or its assets, employees or business, or relief which amount that was paid by the indemnified party reasonably believes could establish a custom or precedent which will be adverse Indemnifying Party to the best interests Indemnified Party, the Indemnified Party shall, forthwith after receipt of its continuing businessthe difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

Third Party Claims. The (a) If a claim, action, suit or proceeding by a third party (a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 9.2 or Section 9.10 (an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article IX, such Indemnified Party shall promptly notify in writing the Party obligated to indemnify such Indemnified Party (or, in the case of a Parent Indemnitee seeking indemnification pursuant to Section 9.2(a), such Parent Indemnitee shall promptly notify in writing the Stakeholder Representative) (such notified party, the “Responsible Party”) of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent (and only to the extent) that the Responsible Party is actually prejudiced thereby. Within thirty (30) days of receipt of notice of a Third Party Claim, the Responsible Party shall have the right to assume the conduct and control of the defense thereof; provided that such assumption and control shall occur only if (i) the Third Party Claim involves solely a claim for monetary damages (provided that if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, can be readily separated from any related claim for monetary damages, the Responsible Party shall be entitled to assume the control of the defense of the portion relating to monetary damages), (ii) the Responsible Party acknowledges in writing its irrevocable and unconditional obligation to indemnify the Indemnified Party hereunder (subject to the limitations set forth in this Article IX), (iii) the defense of an indemnifying party such Third Party Claim by the Responsible Party would not reasonably be expected to ------------------ indemnify another party to this Agreement under adversely affect the Indemnified Party’s relationship with any of the Material Customers and (iv) in the case of a Parent Indemnitee seeking indemnification, taking into account all other pending claims for indemnification, the provisions of this Article IX relating to the Escrow Account would not reasonably be expected to prevent any Parent Indemnitee from being fully indemnified (subject to the limitations set forth in this Article IX) with the then remaining funds in the Escrow Account with respect to claims resulting from such Third Party Claim in the assertion event of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) an adverse determination. Such conduct or control shall be subject to at the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis expense of the assertion Responsible Party. The Indemnified Party shall reasonably cooperate with the Responsible Party in connection therewith, and the amount thereofshall furnish such records, to the extent knowninformation and testimony, providedand attend such conferences, howeverdiscovery proceedings, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any actionhearings, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings trials and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required requested in order connection therewith. Such cooperation shall include access during normal business hours afforded to ensure the proper Responsible Party and adequate its agents and representatives to records and information which have been identified by the Indemnified Party as being reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through separate counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party unless (A) the employment thereof has been specifically authorized by the Responsible Party in writing, (B) there exists a conflict of interest between the interests of the Legal Action. Indemnified Party and the Responsible Party, or (eC) In the Responsible Party has failed to diligently pursue the defense and employ counsel. So long as the Responsible Party is reasonably contesting any Legal Action initiated by a third party and defended by the indemnifying partysuch claim in good faith, the indemnifying party Indemnified Party shall not make pay or settle any settlement of any such claim without the written consent of the indemnified partyResponsible Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim (whether or not appropriate notice has been given by the Indemnified Party) related solely to money damages, provided that in such event it shall not waive any right to indemnity therefor by the Responsible Party or from the Escrow Account, as the case may be, for such claim. The Responsible Party shall not, except with the consent of the Indemnified Party, enter into any settlement or otherwise compromise or discharge any Third Party Claim. (b) All of the Parties shall reasonably cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assetssought hereunder and shall furnish such records, employees or businessinformation and testimony, or relief which the indemnified party and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessrequested in connection therewith.

Third Party Claims. The obligation of an indemnifying Promptly after the receipt by any party entitled to ------------------ indemnify another party indemnification (the "Indemnified Party") pursuant to this Agreement under Article VI of notice of the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party commencement of any assertion of liability action against such Indemnified Party by a third party which might give rise to party, such Indemnified Party shall if a claim for indemnificationwith respect thereto is to be made against any party obligated to provide indemnification (the "Indemnifying Party") pursuant to this Article VI, which give such Indemnifying Party written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party. The failure to give such notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall not relieve the indemnifying party of any Indemnifying Party from any obligation to indemnify unless (hereunder except where, and then solely to the extent that) , such failure actually and materially prejudices the indemnifying party is prejudiced by rights of such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified partyIndemnifying Party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Such Indemnifying Party shall have the right to be represented by advisory counsel and accountantsdefend such claim, at such Indemnifying Party's expense and with counsel of its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as choice reasonably satisfactory to the status Indemnified Party, provided that the Indemnifying Party conducts the defense of such Legal Action claim actively and diligently. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party agrees to reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at all stages thereofits sole cost and expense and may participate in the defense of such claim, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available and neither any Indemnifying Party nor any Indemnified Party will consent to the indemnified party, and its attorneys, accountants and other representatives, all books and records entry of the indemnifying party relating any judgment or enter into any settlement with respect to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the prior written consent of the indemnified partyother, which consent shall will not be unreasonably withheld. Without limiting In the generality event the Indemnifying Party does not or ceases to conduct the defense of such claim actively and diligently, (x) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (y) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such claim, including attorneys' fees and expenses, and (z) the Indemnifying Party will remain responsible for any Losses the Indemnitee may suffer as a result of such claim to the full extent provided in this Article VI. If the Company shall fail to diligently prosecute any proceeding or action to recover Tax Savings or any benefit related to the Executive Option Exercise or the Executive Bonuses, the stockholders shall be permitted to pursue the same for and on behalf of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessCompany.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability If a claim by a third party which might is made against an Indemnified Party hereunder, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article X, such Indemnified Party will promptly notify Clorox, in the case of a P&G Indemnified Party, or P&G, in the case of a Clorox Indemnified Party (such person to be notified, the “Indemnifying Party”) in writing of such claims setting forth such claims in reasonable detail, provided that failure of such Indemnified Party to give rise to a claim for indemnificationprompt notice as provided herein will not relieve the Indemnifying Party of any of its obligations hereunder, which notice shall state the nature and basis of the assertion and the amount thereof, except to the extent knownthat the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party will have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing, subject to the reasonable approval of such Indemnified Party, and at its own expense, the settlement or defense thereof, and the Indemnified Party will cooperate with it in connection therewith; provided, however, that no delay on the part Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel will be borne by such Indemnified Party. If the Indemnifying Party will assume the defense of a claim, it will not settle such claim without the prior written consent of the indemnified party in Indemnified Party, (a) unless such settlement includes as an unconditional term thereof the giving notice shall relieve by the indemnifying party claimant of any obligation a release of the Indemnified Party from all Liability with respect to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. claim or (b) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed Indemnifying Party will assume the defense of any such Legal Actiona claim, the defense shall be handled fees of any separate counsel retained by the indemnified partyIndemnified Party will be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the Indemnified Party will be entitled to retain separate counsel, the reasonable fees and expenses of which will be reimbursed by the Indemnifying Party. FurthermoreIf the Indemnifying Party does not notify the Indemnified Party within twenty (20) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, (i) if the indemnified party shall Indemnified Party will have reasonably concluded that there the right to contest, settle or compromise the claim but will not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnification provisions set forth in this Article X are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend sole and fulfill its indemnification obligation exclusive means of recovery of money damages with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willmatters covered herein, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defenseexcept for fraud. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability If a claim by a third party which might give rise is made against any Indemnified Party (a Third Party Claim), and if such party intends to a claim for indemnificationseek indemnity with respect thereto under this Article 7, which notice such Indemnified Party shall state promptly notify the nature and basis Indemnifying Party of such Third Party Claim; provided, that the assertion and failure to so notify shall not relieve the amount thereofIndemnifying Party of its obligations hereunder, except to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party Indemnifying Party is materially prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party thereby. The Indemnifying Party shall have assumed thirty (30) days after receipt of such notice to assume the defense of any such Legal Actionconduct and control, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence through counsel reasonably acceptable to the indemnified party Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense of such Third Party Claim; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, that the indemnifying party has sufficient financial resources to defend fees and fulfill its indemnification obligation with respect to expenses of such counsel shall be borne by such Indemnified Party; provided, further, that the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party and does not otherwise seek monetary damages; (C) the Indemnified Party has been advised in writing by counsel that there is an actual conflict of interest between the Indemnifying Party and the Indemnified Party; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim. (b) Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense of such Third Party Claim, but the Legal Action fees and expenses of such counsel shall not be at the defense expense of the Indemnifying Party unless (i) the Indemnifying Party shall be handled by the indemnified party. If have failed, or is not entitled, to assume the defense of such Third Party Claim in accordance with Section 7.7(a), or (ii) the Legal Action is handled named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one (1) or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. The Indemnified Party shall not pay or settle any such Third Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim; provided, that in such event it shall waive any right to indemnity therefor by the indemnified party Indemnifying Party for such Third Party Claim, and the related settlement payments or other actions taken in settlement shall not constitute “Losses” under this Agreement. (c) If the provisions Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of this subsectionthe Indemnified Party’s notice of a Third Party Claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnifying party Indemnified Party shall pay all legal and other expenses reasonably incurred by have the indemnified party in conducting such defenseright to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (d) In The Indemnifying Party shall not, except with the consent of the Indemnified Party, not to be unreasonably withheld, enter into any Legal Action initiated by a third party and defended by the indemnifying party settlement unless such settlement (i) is entirely indemnifiable by the indemnified party shall have the right Indemnifying Party pursuant to be represented by advisory counsel and accountants, at its own expensethis Article 7, (ii) includes as an unconditional term thereof the indemnifying party shall keep giving by the indemnified party fully informed as person or persons asserting such Third Party Claim to the status all Indemnified Parties of an unconditional release from all Liabilities with respect to such Legal Action at all stages thereof, whether Third Party Claim or not the indemnified party is represented by its own counsel, consent to entry of any judgment and (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and does not impose any injunctive relief or other representatives, all books and records restrictions of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Actionany kind or nature on any Indemnified Party. (e) In any Legal Action initiated by a third party The Indemnifying Party and defended by the indemnifying party, Indemnified Party shall cooperate with each other in all reasonable respects in connection with the indemnifying party shall not make any settlement defense of any claim Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense to the written consent Indemnifying Party and/or its counsel, such employees of the indemnified party, which consent shall not Indemnified Party as may be unreasonably withheld. Without limiting reasonably necessary for the generality preparation of the foregoing, it shall not be deemed unreasonable defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businesssuch Third Party Claim.

Third Party Claims. The obligation of (i) In the event that any third party (including any Governmental Body) asserts a claim against an indemnifying party Indemnified Party for which such Indemnified Party intends to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting seek indemnity from the assertion Indemnifying Party, then the Indemnified Party shall promptly notify the Indemnifying Party of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a such claim for indemnification, which notice shall state the nature and basis of the assertion or demand and the amount thereof, if known, or an estimate thereof, if reasonably capable of estimation (the “Claim Notice”), but any failure to so notify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnified Party under this Article 11 except to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such delaynotice. (bii) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party The Indemnifying Party shall have assumed fifteen (15) days from Claim Notice to undertake, conduct and control the defense of such third party claim; provided, that pending the Indemnifying Party’s decision whether to exercise its right to undertake the conduct and control of the settlement or defense of any such Legal Actionthird party claim, the Indemnified Party shall undertake, conduct and control the settlement or defense shall thereof, through counsel of its own choosing if the failure to so act during such period might reasonably be handled by expected to have a material adverse effect on the indemnified party. FurthermoreIndemnified Party, and provided further that (A) the Indemnifying Party notifies the Indemnified Party, in writing, within such 15 days that the Indemnifying Party will assume the defense of the third party claim and pay all attorneys’ fees and other third party defense costs in connection therewith, (iB) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to Indemnifying Party provides the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party Indemnified Party with evidence reasonably acceptable to the indemnified party Indemnified Party that the indemnifying party has sufficient Indemnifying Party will have the financial resources to defend against the third party claim and fulfill its indemnification obligation with respect to the Legal Action; (iii) obligations hereunder, and, if the Legal Action amount subject to third party claim exceeds the applicable Indemnity Cap of the Indemnifying Party, the Indemnifying Party waives in writing such Indemnity Cap, (C) the third party claim involves other than only money damages and seeks injunctive does not seek an injunction or other equitable relief; , (D) settlement of, or (iv) if a an adverse judgment against with respect to, the indemnified third party willclaim is not, in the good faith opinion judgment of the indemnified partyIndemnified Party, likely to establish a precedential custom or precedent which will be materially practice adverse to the best continuing business interests of its continuing businessthe Indemnified Party, and (iv) the indemnifying party shall not be entitled to assume Indemnifying Party conducts the defense of the Legal Action Third Party Claim actively and diligently. (iii) All costs and expenses incurred by the defense Indemnifying Party in defending such third party claim shall be handled paid by the indemnified partyIndemnifying Party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionIndemnifying Party assumes such defense, the indemnifying party shall pay all legal Indemnified Party may participate in, but not control, any such defense or settlement, at its sole cost and other expenses reasonably incurred by expense. So long as the indemnified party in conducting Indemnifying Party is defending such defense. (d) In any Legal Action initiated by a third party and defended by claim in good faith, the indemnifying party (i) Indemnified Party shall not settle such claim. Notwithstanding the indemnified party foregoing, the Indemnified Party shall have the right to be represented pay or settle any such third party claim; provided, that in such event it shall waive any right to indemnity therefor by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and Indemnifying Party. (iv) If the parties shall render to each other such assistance as may be reasonably required in order to ensure Indemnifying Party does not notify the proper and adequate defense Indemnified Party within 30 days after the receipt of the Legal ActionIndemnified Party’s Claim Notice that it elects to undertake the settlement or defense thereof, the Indemnified Party shall have the right to conduct and control the defense thereof and to contest, settle or compromise the third party claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (ev) In any Legal Action initiated by a third party and defended by the indemnifying partyThe Indemnifying Party shall not, the indemnifying party shall not make any settlement of any claim without the prior written consent of the indemnified partyIndemnified Party, which consent settle, compromise or offer to settle or compromise any third party claim unless: (x) such settlement or judgment includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all Liability with respect to such claim and (y) the relief provided in connection with such settlement or judgment effected by the Indemnifying Party is satisfied entirely by the Indemnifying Party. To the extent the Indemnifying Party shall not be unreasonably withheld. Without limiting control or participate in the generality defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant books and records, and shall permit them to consult with the employees and counsel of the foregoingIndemnified Party. The Indemnified Party shall use commercially reasonable efforts to cooperate in the defense of all such claims. (vi) With respect to any pending action or proceeding subject to indemnification under this Article 11, it the parties shall not be deemed unreasonable cooperate in such a manner as to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse preserve in full (to the best interests extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges. In connection therewith, (A) each party shall use its continuing businesscommercially reasonable efforts, in any action or proceeding in which he or it has assumed or participated in the defense, to avoid production of confidential business records (consistent with applicable law and rules of procedure), and (B) all communications between any party hereto and counsel responsible for or participating in the defense of any action or proceeding shall, to the extent possible, be made so as to reserve any applicable attorney-client or work-product privilege.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability If a claim by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought made against an indemnified Indemnified Party, such Indemnified Party shall promptly notify Purchaser or Parent, whichever is the party with respect to which a request for indemnification may be made (the indemnifying party may “Indemnifying Party”) of such claim. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have an fifteen (15) days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that contemporaneously with so assuming the settlement or defense the Indemnifying Party acknowledges in writing its obligation to indemnifyindemnify the Indemnified Party in respect of such claim), and the Legal Action Indemnified Party shall be defended by cooperate with the indemnifying party and Indemnifying Party in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if (a) the Indemnifying Party fails to acknowledge in writing its obligation to indemnify the Indemnified Party in respect of such defense shall include all proceedings and appeals which claim within thirty (30) days of the receipt of such notice, (b) the Indemnifying Party fails to employ counsel for reasonably satisfactory to the indemnified party shall reasonably deem appropriate. Indemnified Party, (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed Indemnifying Party fails to diligently prosecute the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from claims or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party such Indemnified Party shall have been advised that a conflict of interest may exist if the right same counsel were to be represented by advisory counsel represent such Indemnified Party and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party Indemnifying Party. The Indemnified Party shall not make any settlement of pay or settle any claim without the prior written consent of the indemnified party, Indemnifying Party (which consent shall not be unreasonably withheld). Without limiting The Indemnifying Party shall not, except with the generality consent of the foregoingIndemnified Party, it shall enter into any settlement that does not be deemed unreasonable include as an unconditional term thereof the giving by the person or persons asserting such claim to withhold all Indemnified Parties of unconditional release from all liability with respect to such claim or consent to a settlement involving entry of any judgment or that imposes injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessrelief.

Third Party Claims. The obligation Promptly after receipt by an indemnified party hereunder of an indemnifying party notice of the commencement of any action or proceeding involving a claim referred to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement in Section 2.8(a) or Section 2.8(b) (including any action brought by a governmental claims for penaltiesentity), fines and assessments) shall be subject to the following terms and conditions: (a) The such indemnified party shall give prompt written notice shall, if a claim in respect thereof is to be made against the indemnifying party of hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any assertion of liability which it may have to any indemnified party under this Section 2.8, except to the extent that the indemnifying party is actually materially prejudiced by a third such omission to give notice. The indemnifying party which might give rise shall be entitled to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereofparticipate in and, to the extent knownit shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnifying party has failed to assume the defense and employ counsel or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have reasonably concluded that there are likely to may be reasonable defenses available to the indemnified party that are different from or in addition additional to those available to the indemnifying party; (ii) , or if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable counsel to the indemnified party shall have reasonably concluded that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against interests of the indemnified party will, in reasonably may be deemed to conflict with the good faith opinion interests of the indemnified indemnifying party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) then the indemnified party shall have the right to be represented by advisory select a separate counsel and accountantsto assume such legal defense and otherwise to participate in the defense of such action, at its own expense, (ii) with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party shall keep the as incurred. Neither an indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the nor an indemnifying party shall make available to the indemnified party, and be liable for any settlement of any action or proceeding effected without its attorneys, accountants and consent. Notwithstanding any other representatives, all books and records provision of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partythis Agreement, the indemnifying party shall not make settle any settlement of any indemnified claim without the written consent of the indemnified party, which consent shall unless the settlement thereof imposes no liability or obligation on, includes a complete release from liability of, and does not be unreasonably withheldcontain any admission of wrong doing by, the indemnified party. Without limiting In the generality event that an indemnifying party does or is not permitted to assume the defense of an action pursuant to this Section 2.8(c) or in the case of the foregoingexpense reimbursement obligation set forth in Section 2.8(a) or Section 2.8(b), it the indemnification required by Section 2.8(a) or Section 2.8(b) shall not be deemed unreasonable to withhold consent to a settlement involving injunctive made by periodic payments of the amount thereof during the course of the investigation or other equitable relief against the indemnified party defense, as and when invoices or its assets, employees bills are received or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessLosses incurred.

Third Party Claims. The obligation (a) If an Indemnified Person shall receive notice of an indemnifying the assertion by a third-party to ------------------ indemnify another party to this Agreement under of any claim, or of the provisions commencement by any such Person of this Article any Action, with respect to claims resulting from the assertion of liability by Persons not parties which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Person pursuant to this Agreement (including governmental claims for penaltiescollectively, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party a “Third-Party Claim”), such Indemnified Person shall give such Indemnifying Party prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, ; provided, however, that no delay on the part any failure to provide such prompt notice of the indemnified party in event giving notice rise to such claim to the Indemnifying Party shall not affect the Indemnified Person’s right to indemnification pursuant to this Agreement or relieve the indemnifying party Indemnifying Party of any obligation to indemnify unless (and then solely its obligations hereunder except to the extent that) the indemnifying party is Indemnifying Party has been materially prejudiced by as a result of such delay. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the Indemnifiable Loss for which indemnification may be available or a good faith estimate thereof. (b) If any action, suit or proceeding An Indemnifying Party may elect (a "Legal Action"but is not required) is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed assume the defense of any and defend, at such Legal Action, the defense shall be handled Indemnifying Party’s own expense and by the indemnified party. Furthermore, such Indemnifying Party’s own counsel (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence provided such counsel is reasonably acceptable to the indemnified party party), any Third-Party Claim; provided, that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not be entitled have the right to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting defend any such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party Third-Party Claim that (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive seeks an injunction or other equitable relief against the indemnified party or its assetsIndemnified Person, employees or business(ii) under applicable standards of professional conduct, a conflict of interest (other than one that is of a monetary nature) exists between the Indemnified Person and the Indemnifying Party in respect of the Third-Party Claim, or relief which (iii) the indemnified party reasonably believes could establish a custom Indemnified Person has available to it one or precedent which will more defenses or counterclaims that are inconsistent with or different from those that may be adverse available to the best interests Indemnifying Party with respect to such Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Person in accordance with Section 6(a), the Indemnifying Party shall notify the Indemnified Person of its continuing businesselection whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnified Person of its election to assume the defense of a Third-Party Claim, such Indemnified Person shall have the right to participate in the defense, compromise, or settlement thereof, but, for as long as the Indemnifying Party pursues such defense, compromise or settlement with reasonable diligence, the fees and expenses of such Indemnified Person incurred in participating in such defense shall be paid by the Indemnified Person. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Person of its election as provided in Section 6(b), such Indemnified Person shall have the right to settle or compromise such Third-Party Claim, and any such settlement or compromise made or caused to be made of such Third-Party Claim in accordance with this Section 6 shall be binding on the Indemnifying Party (to the extent representing Indemnifiable Losses), in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnified Person shall not compromise or settle a Third-Party Claim without the express prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (d) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 6(b) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Section 6 shall be binding on the Indemnified Person, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not have the right to admit liability on behalf of the Indemnified Person and shall not compromise or settle a Third-Party Claim in each case without the express prior written consent of the Indemnified Person (not to be unreasonably withheld, conditioned or delayed); provided, however, that such prior written consent shall not be required in the case of any such compromise or settlement if and only if the compromise or settlement includes, as part thereof, a full and unconditional release by the plaintiff or claimant of the Indemnified Person and the Indemnifying Party from all liability with respect to such Third-Party Claim and does not require the Indemnifying Party to be subject to any non-monetary remedy.

Third Party Claims. The obligation of If an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) Indemnified Party shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written receive notice to the indemnifying party of any assertion of liability by Proceeding, audit, claim, demand or assessment (each, a third party “Third Party Claim”) against it which might may give rise to a claim for indemnificationLoss under this Article IX, which the Indemnified Party shall give the Indemnifying Party prompt written notice shall state of such Third Party Claim stating in reasonable detail the nature and basis amount of the assertion Loss, if known, and the amount method of computation thereof, and containing a reference to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnifying Party shall be entitled to control the previous subsection defense of this Articlesuch Third Party Claim through counsel of its choice at its own expense provided that the Indemnifying Party acknowledges its responsibility to indemnify the Indemnified Party for such Third Party Claim. If the Indemnifying Party so undertakes any such defense against a Third Party Claim, until the indemnifying party Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall have assumed cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party does not undertake such defense and elects to allow the Indemnified Party to direct the defense of any such Legal Actionclaim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment, such consent not to be unreasonably withheld, or unless the Indemnifying Party withdraws from the defense of such Third Party Claim Liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party assumes the defense of any such claims or proceeding pursuant to this Section 9.6, the Indemnifying Party shall be handled have the power and authority to settle or consent to the entry of judgment in respect of such claim or proceeding without the consent of the Indemnified Party if the judgment or settlement results only in the payment by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than Indemnifying Party of money damages and seeks injunctive or other equitable relief; or (iv) if includes a judgment against release of the indemnified party willIndemnified Party from any and all liability thereunder, and, in all other events, the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse Indemnifying Party shall not consent to the best interests entry of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether judgment or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make enter into any settlement in respect of any claim a Third-Party Claim without the prior written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive conditioned or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessdelayed.

Third Party Claims. The obligation If any demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the “Claim”) is brought against an indemnifying Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the “Indemnifying Party”), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party pursuant to ------------------ indemnify another party to Paragraph “C” of Article “24” of this Agreement under which notice shall contain a reasonably thorough description of the provisions nature and amount of this the Claim (the “Claim Notice”). The Indemnifying Party shall have the option to undertake, conduct and control the defense of such claim or demand. Such option to undertake, conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the Claim Notice pursuant to Paragraph “C” of Article with respect to claims resulting from the assertion “24” of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written such notice to control the indemnifying party of any assertion of liability by a third party which might give rise defense is hereinafter referred to a claim for indemnification, which notice shall state as the nature and basis “Defense Notice”). The failure of the assertion and Indemnified Party to notify the amount thereof, Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article “21” of this Agreement except to the extent knownthat such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense (it being understood that the Indemnifying Party shall be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “24” of this Agreement, then the Indemnified Party shall be entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “24” of this Agreement shall be deemed to be an election by the Indemnifying Party not to control the defense of the Claim); provided, however, that no delay on the part Indemnifying Party shall be entitled, if it so desires, to participate therein (it being understood that in such circumstances, the Indemnified Party shall be entitled to control the defense). Regardless of which party has undertaken to defend any claim, the Indemnifying Party may, without the prior written consent of the indemnified party Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in giving notice the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent of the Indemnified Party shall relieve be a condition to any such settlement. Notwithstanding the indemnifying party foregoing provisions of any obligation to indemnify unless (and then solely this Article “21” of this Agreement, as a condition to the extent that) Indemnifying Party either having the indemnifying party is prejudiced by such delay. (b) If any actionright to defend the Claim, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyhaving control over settlement as indicated in this Article “21” of this Agreement, the Legal Action Indemnifying Party shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willexecute an agreement, in the good faith opinion form annexed hereto and made a part hereof as Exhibit “D”, acknowledging its liability for indemnification pursuant to this Article “21” of this Agreement. Whether the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not be entitled to control and assume the defense of the Legal Action and Claim or only participate in the defense shall be handled by the indemnified party. If the defense or settlement of the Legal Action is handled by the indemnified party under the provisions of this subsectionClaim, the indemnifying party Indemnified Party shall pay give the Indemnifying Party and its counsel access, during normal business hours, to all legal relevant business records and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified partydocuments, and shall permit them to consult with its attorneys, accountants employees and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Actioncounsel. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of (i) If any claim or demand for which an indemnifying party indemnified Party may claim indemnification pursuant to ------------------ indemnify another party Section 7.02 or Section 7.03, as the case may be, is asserted against or sought to this Agreement under the provisions of this Article with respect to claims resulting be collected from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability Party by a third party which might (a “Third-Party Claim”), then the indemnified Party shall give rise written notice thereof to a claim for indemnification, which notice shall state the nature and basis indemnifying Party as promptly as practicable following the receipt by the indemnified Party of the assertion and Third-Party Claim (the amount thereof, “Third-Party Claim Notice”); provided that the failure so to notify the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall indemnifying Party will not relieve the indemnifying party of Party from any obligation liability it may have to indemnify unless (the indemnified Party under Section 7.02 or Section 7.03, as applicable, unless, and then solely only to the extent thatextent, the failure so to notify results in the loss of material rights or defenses. (ii) The indemnifying Party shall have twenty (20) days from the date on which the Third-Party Claim Notice is duly given (the “Notice Period”) to notify the indemnified Party whether or not the indemnifying Party desires, at its sole cost and expense, to defend the indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the indemnified Party. (iii) If the indemnifying Party notifies the indemnified Party in writing within the Notice Period that it desires to defend the indemnified Party against the Third-Party Claim, then (except as provided below) the indemnifying party is prejudiced by such delay. (b) If any actionParty shall defend, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyat its sole cost and expense, the Legal Action indemnified Party by appropriate proceedings, shall be defended by use commercially reasonable efforts to settle or prosecute the indemnifying party and proceedings to a final conclusion in such defense shall include all proceedings and appeals which counsel for a manner as to avoid the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of Party becoming subject to any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable order for relief; or (iv) if a judgment against , and shall control the indemnified party will, in the good faith opinion conduct of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the such defense. The indemnifying party shall not be entitled to assume the defense of any Third-Party Claim if the Legal Action and the defense shall be handled by the indemnified partyThird-Party Claim seeks any relief other than money damages, including any type of injunctive or other equitable relief. If the defense of indemnified Party shall have reasonably concluded that there are legal defenses or rights available to it that are in conflict with those available to the Legal Action is handled by indemnifying Party, then the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Party shall have the right to be represented by advisory counsel and accountantsselect one law firm (in addition to local counsel) reasonably satisfactory to the indemnifying Party to act at the indemnifying Party’s expense as separate counsel, on behalf of the indemnified Party. If the indemnified Party desires to participate in, but not control, any other defense or settlement, it may do so at its own expense, sole cost and expense (ii) subject to the foregoing sentence). So long as the indemnifying party shall keep Party is defending in good faith any such Third-Party Claim, the indemnified party fully informed as to Party shall not settle such Third-Party Claim without the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records consent of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified partyParty, which consent shall not be unreasonably withheld. Without limiting withheld or delayed. (iv) The indemnifying Party will not consent to the generality entry of any judgment or enter into any compromise or settlement with respect to a Third-Party Claim without the prior written consent of the foregoingindemnified Party, it which consent shall not be deemed unreasonable unreasonably withheld or delayed. (v) If the indemnifying Party fails to withhold consent notify the indemnified Party in writing within the Notice Period that the indemnifying Party desires to defend the Third-Party Claim, or if the indemnifying Party gives such notice but fails to defend or settle the Third-Party Claim, or if the Third-Party Claim seeks recourse or relief or would involve proceedings that would affect the indemnified Party in a materially adverse manner other than as a result of monetary damages for which it would be entitled to indemnification hereunder, then the indemnified Party will have the right to defend, at the sole cost and expense of the indemnifying Party, such Third-Party Claim to a settlement involving injunctive final conclusion or other equitable relief against to settle such Third-Party Claim at the discretion of the indemnified party Party (with the consent of the indemnifying Party, which consent shall not be unreasonably withheld or delayed). The indemnifying Party may elect to participate in such proceedings, negotiations or defense at any time at its assetsown expense. The indemnified Party will have full control of such defense and proceedings, employees or business, or relief which including (except as provided in the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessimmediately preceding sentence) any settlement thereof.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) Each Indemnified Party shall promptly notify the Indemnifying Party of the assertion by any third party of any claim for which the indemnification set forth in this Section relates (which shall also constitute the notice required by Section 7.3), but failure to give such notice within any particular time period shall not adversely affect the Indemnified Party’s rights to indemnification. (b) The indemnified party Indemnifying Party shall give prompt have the right, upon written notice to the indemnifying party Indemnified Party within 30 days after the receipt of any assertion notice provided under Section 7.4(a), to undertake the defense of liability by a third party which might such claim. The failure of the Indemnifying Party to give rise such notice and to undertake the defense of such a claim for indemnification, which notice shall state the nature and basis constitute a waiver of the assertion Indemnifying Party’s rights under this Section 7.4 and in the amount thereof, to the extent known, provided, however, that no delay absence of gross negligence or willful misconduct on the part of the indemnified party Indemnified Party shall preclude the Indemnifying Party from disputing the manner in giving notice shall relieve which the indemnifying party Indemnified Party may conduct the defense of such claim or the reasonableness of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended amount paid by the indemnifying party and Indemnified Party in satisfaction of such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriateclaim. (c) Notwithstanding subsection (b) above, absent the provisions prior written consent of the previous subsection Indemnified Party to the contrary, the Indemnifying Party shall not have the right to assume control of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, claim (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to claim seeks an injunction or equitable relief against the indemnified party that are different from or in addition to those available to the indemnifying party; Indemnified Party, (ii) if the indemnifying party fails claim for indemnification relates to provide the indemnified party or arises in connection with evidence reasonably acceptable any criminal proceeding, action, indictment, allegation, or investigation against an Indemnified Party, or (iii) unless it has admitted to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its an indemnification obligation under this Agreement with respect to such claim, which admission shall constitute the Legal Action; (iii) if Indemnifying Party’s undertaking to pay directly all costs, expenses, damages, judgments, awards, penalties, and assessments incurred in connection therewith. With the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion prior written consent of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessIndemnified Party, the indemnifying party shall not be entitled to assume Indemnifying Party may undertake the defense of a claim without admitting that it has an indemnification obligation under this Agreement. So long as the Legal Action Indemnifying Party is defending a claim actively and in good faith, the defense Indemnified Party shall be handled not settle such claim. The Indemnified Party shall make available to the Indemnifying Party and its representatives all records and other materials reasonably required by them and in the possession or under the control of the Indemnified Party for the use by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionIndemnifying Party and its representatives in defending any such claim, the indemnifying party and shall pay all legal and in other expenses reasonably incurred by the indemnified party respects give reasonable cooperation in conducting such defense. (d) In The Indemnifying Party must obtain the prior written consent of the Indemnified Party (which the Indemnified Party will not unreasonably withhold) before entering into any Legal Action initiated by a third settlement or compromise of such claim or proceeding or ceasing to defend such claim or proceeding. Notwithstanding the foregoing, the Indemnifying Party may, without the prior written consent of the Indemnified Party, settle or compromise any third-party and defended claim, which is paid entirely by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountantsIndemnifying Party, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as or consent to the status entry of judgment with respect to a third-party claim, provided such Legal Action at all stages settlement, compromise, or judgment relates only to the payments of monetary damages and includes, as an unconditional term thereof, whether a full and complete release of all Indemnified Parties by the claimant or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, plaintiff of all books and records of the indemnifying party relating liability with respect to such Legal Action and (iv) claim unless an Indemnified Party determines in good faith that there is a reasonable probability that the parties shall render to each proposed settlement or compromise could adversely affect it or its Affiliates other such assistance than as may be reasonably required in order to ensure the proper and adequate defense a result of the Legal Actionmonetary damages. (e) In any Legal Action initiated by a third party and defended The election by the indemnifying party, Indemnifying Party pursuant to Section 7.4(b) to undertake the indemnifying defense of a third-party claim shall not make any settlement of any preclude the party against which such claim without the written consent of the indemnified partyhas been made also from participating or continuing to participate in such defense, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified so long as such party or bears its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessown legal fees and expenses for so doing.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified If any legal or administrative proceedings shall be instituted or any claim is asserted by any third party shall in respect of which one of the Indemnified Parties may be entitled to indemnity hereunder, one or more of the Indemnified Parties will give prompt the party or parties from which such indemnification is sought (the “Indemnifying Parties”), written notice thereof and copies of any documents in its possession that relate to such third-party claim, action or proceeding. A delay in giving notice to the indemnifying party of any assertion Indemnifying Parties shall only relieve the Indemnifying Parties of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part Indemnifying Parties suffer actual prejudice because of the indemnified party in giving notice shall relieve delay by the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delayIndemnified Parties. (b) If any actionThe Indemnifying Parties shall have the right, suit at their option and expense, to participate in the defense of such a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Indemnified Parties, unless the proceeding or claim involves only money damages and the Indemnifying Parties: (a "Legal Action"i) is brought against an indemnified party with respect irrevocably acknowledge in writing responsibility for and agree to indemnify the Indemnified Parties for such damages; and (ii) furnish satisfactory evidence of their financial ability to indemnify the Indemnified Parties, in which case the indemnifying party Indemnifying Parties may have an obligation to indemnifyassume such control through counsel of their choice and at their expense ((i) and (ii), the Legal Action “Defense Conditions”); provided that the Indemnified Parties shall be defended by have the indemnifying party right, at its option and expense, to participate in the defense of such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate.a proceeding or claim (c) Notwithstanding the provisions foregoing, if: (i) the Indemnifying Parties fail to fulfill the Defense Conditions; or (ii) the Indemnified Parties shall in good faith determine that: (x) the conduct of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any claim subject to indemnification hereunder or any proposed settlement of any such Legal Action, the defense shall be handled claim by the indemnified party. FurthermoreIndemnifying Parties could reasonably be expected to affect adversely any Indemnified Parties’ reputation, liability or its ability to conduct its business or that imposes, or may impose, any liability, obligation or restriction upon any of the Indemnified Parties, including, without limitation, any Tax liability, without the prior written consent of such Indemnified Party; or (iy) if that the indemnified party shall proceeding could result in a criminal proceeding, allegation or investigation against it; or (z) the Indemnified Parties may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that could reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or Indemnifying Parties in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive such claim or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessany litigation relating thereto, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented by advisory counsel and accountantsassume control over the defense, settlement, negotiations or litigation relating to any such claim at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records sole cost of the indemnifying party relating to such Legal Action and (iv) Indemnifying Parties; provided, that the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party Indemnified Parties shall not make any settlement of any settle such claim or litigation without the prior written consent of the indemnified partyIndemnifying Parties, which such consent shall not to be unreasonably withheldwithheld or delayed. Without limiting The parties agree to provide each other with reasonable cooperation in connection with the generality defense, negotiation or settlement of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive any such proceeding or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessclaim.

Third Party Claims. The obligation of If a claim by a third party a (“Third Party Claim”) is made against a Seller Indemnified Party or a Buyer Indemnified Party (an indemnifying “Indemnified Party”), and if such party intends to ------------------ indemnify another party to this Agreement under the provisions of this Article seek indemnity with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penaltiesthereto under Section 9.1 or Section 9.2, fines and assessments) such Indemnified Party shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt promptly furnish written notice to the indemnifying party (the “Indemnitor”) of any assertion such claims. The Indemnitor shall have thirty (30) days after receipt of liability by a third party which might give rise such notice to a claim for indemnificationundertake, which notice shall state the nature conduct, and basis control (through counsel of the assertion its own choosing and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent thatat its own expense) the indemnifying party is prejudiced by such delay. (b) defense thereof. If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect the Indemnitor elects to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed undertake the defense of any such Legal ActionThird Party Claim, the Indemnified Party shall cooperate with it in connection therewith; provided that the Indemnitor shall not settle any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money damages and includes a provision whereby the plaintiff or claimant in the matter releases Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, from all liability with respect thereto. The Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (however, the fees and expenses of such counsel shall be handled borne by such Indemnified Party except if (i) the Indemnified Party shall have determined reasonably and in good faith that an actual or potential conflict of interest makes representation by the indemnified partysame counsel or the counsel selected by the Indemnitor inappropriate or (ii) the Indemnitor shall have authorized the Indemnified Party to employ separate legal counsel at the Indemnitor’s expense). FurthermoreSo long as the Indemnitor, at Indemnitor’s cost and expense, (i) if has undertaken the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; defense of such claim, (ii) if the indemnifying party fails to provide the indemnified party with evidence is reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend contesting such claim in good faith, by appropriate proceedings, and fulfill its indemnification obligation with respect to the Legal Action; (iii) if has taken such action (including the Legal Action involves other than money damages and seeks injunctive posting of a bond, deposit, or other equitable relief; security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such claim, the Indemnified Party shall not pay or settle any such claim. If within thirty (iv30) if days after the receipt of the Indemnified Party’s notice of a judgment against claim of indemnity hereunder, the indemnified party will, Indemnitor does not notify the Indemnified Party that it elects (at Indemnitor’s cost and expense) to undertake the defense thereof or gives such notice and thereafter fails to contest such claim in the good faith opinion or to prevent action to foreclose a lien against or attachment of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessIndemnified Party’s property as contemplated above, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented by advisory counsel and accountantscontest but shall not settle and/or compromise the claim and, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not extent the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended actions taken by the indemnifying partyIndemnified Party in settling or compromising such claim are reasonable and in good faith, the indemnifying party Indemnified Party shall not make thereby waive any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable right to withhold consent indemnity therefor pursuant to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessthis Agreement.

Third Party Claims. The obligation (a) Within thirty (30) days after receipt of an indemnifying party Indemnity Claim Notice, the Indemnifying Party shall furnish to ------------------ indemnify another party to this Agreement under the provisions of this Article Indemnified Party a Response Notice in which the Indemnifying Party shall with respect to claims resulting from a Third Party Claim (i) agree that it is responsible to defend and indemnify any liability arising under such Third Party Claim (a “Defense Notice”), or (ii) disagree that it is responsible to defend and indemnify any liability arising under such Third Party Claim. If the assertion Indemnifying Party gives a Defense Notice, it will undertake the defense of liability the Claim by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject representatives of its own choosing reasonably satisfactory to the following terms and conditions: (a) The indemnified party Indemnified Party. Indemnified Party shall give prompt written notice have the right at its own expense to the indemnifying party participate in any such defense with representatives of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delayits own choosing. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect Notwithstanding anything contained herein to which the indemnifying party may have an obligation to indemnifycontrary, the Legal Action Indemnified Party shall be defended entitled to participate, with counsel of its choosing, in the defense, settlement, adjustment or compromise of (but the Indemnifying Party shall nevertheless be required to pay all Damages incurred by the indemnifying party and Indemnified Party in connection with such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (cdefense, settlement or compromise, as required by this Article XVIII) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, Third Party Claim (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willan order, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive injunction or other equitable relief against the indemnified Indemnified Party or any of its Affiliates; (ii) for which the Indemnified Party would otherwise be entitled to indemnification under this Article XVIII, and (iii) in which both the Indemnifying Party and the Indemnified Party are named as parties and either the Indemnifying Party or the Indemnified Party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a conflict of interest between such parties may exist in respect thereto, in which event Indemnifying Party and Indemnified Party shall reasonably cooperate in such defense, but the Indemnified Party shall have final control over any injunctive relief brought against it, and any different or additional legal defense specifically available only to it, and Indemnifying Party shall have final control over all other aspects of the Third Party Claim. (c) Each Party shall make available to the other Party and its assetsattorneys and accountants, employees at all reasonable times during normal business hours, all books, records, and other documents in its possession relating to such Third Party Claim. The party contesting any such Third Party Claim shall be furnished all reasonable assistance in connection therewith by the other party. (d) Subject to Section 8.2 hereto, the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or businesscompromise any Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Indemnified Party an unconditional release from all liability in respect of such Third Party Claim. (e) If the Indemnifying Party fails to timely give a Defense Notice or thereafter fails to timely undertake the defense of, or relief which settle or pay, any such Third-Party Claim, then the indemnified party reasonably believes could establish a custom Indemnified Party may take any and all necessary action to dispose of such Third-Party Claim, including, without limitation, the settlement or precedent which will be adverse to the best interests of full payment thereof upon such terms as it shall deem appropriate, in its continuing businesssole discretion.

Third Party Claims. The obligation If a claim by a Third Party (a "Third Party Claim") is made against a member of an indemnifying party the Issuer Indemnity Group or Seller Indemnity Group (as applicable, the "Indemnified Party") and if such Indemnified Party intends to ------------------ seek indemnity with respect thereto under this ARTICLE 5, such Indemnified Party shall promptly notify the Party which the Indemnified Party asserts is obligated to indemnify another party the Indemnified Party pursuant to this Agreement under ARTICLE 5 (the provisions "Indemnifying Party") of this Article such claim in writing setting out in reasonable detail a description of the facts underlying such Third Party Claim and enclosing a copy of all papers (if any) served with respect to claims resulting from the assertion Third Party Claim. The Indemnifying Party shall have 30 days after receipt of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written such notice to notify the indemnifying party Indemnified Party that it will, and to commence to, undertake, conduct, and control, through counsel of any assertion of liability by a third party which might give rise to a claim for indemnificationits own choosing and at its own expense, which notice shall state the nature and basis of the assertion settlement or defense thereof and the amount thereofIndemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided that the Indemnifying Party shall permit the Indemnified Party to participate in (but not control) such settlement or defense through counsel chosen by such Indemnified Party at the expense of such Indemnified Party; provided, further that, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation Indemnified Party reasonably appears to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party it that are different from or in addition additional to those available to the indemnifying party; Indemnifying Party, the assertion of such different or additional defenses by such counsel shall be at the expense of the Indemnifying Party. So long as the Indemnifying Party, at its own cost and expense, (iia) if has within such 30 days notified the indemnifying party fails Indemnified Party that it will, and has commenced to, undertake the defense of, and has agreed to provide the indemnified party with evidence reasonably acceptable assume full responsibility for (subject to the indemnified party that the indemnifying party has sufficient financial resources terms and limitations contained in this ARTICLE 5), all Covered Liabilities allocated to defend and fulfill its indemnification obligation it under this Agreement with respect to such Third Party Claim, (b) is reasonably contesting such Third Party Claim in good faith by appropriate Proceedings timely initiated and diligently conducted or is reasonably attempting to settle such Third Party Claim, and (c) has taken such action (including the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive posting of a bond, deposit, or other equitable relief; security) as may be necessary, if applicable, to prevent foreclosure of a lien against or attachment of the property of the Indemnified Party for payment of such Third Party Claim, the Indemnified Party shall not pay or settle any such claim and the Indemnifying Party shall have full control of such defense and Proceedings, including any compromise or settlement thereof (iv) if a judgment against unless the indemnified party willcompromise or settlement includes the payment of any amount by, the performance of any obligation by, or the limitation of any material right or benefit of, the Indemnified Party, in the good faith opinion of the indemnified party, establish a custom which event such settlement or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party compromise shall not be entitled to assume effective without the defense consent of the Legal Action and the defense Indemnified Party, which shall not be handled unreasonably withheld or delayed). Notwithstanding compliance by the indemnified party. If Indemnifying Party with the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionpreceding sentence, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented pay or settle any such Third Party Claim; provided that, if the Indemnifying Party is in material compliance with the preceding sentence at the time of such payment or settlement by advisory counsel and accountantsthe Indemnified Party, then the Indemnifying Party shall have no responsibility to make any payment or reimbursement with respect to such claim or the settlement thereof. If, within 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder in respect of a Third Party Claim, the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects, at its own cost and expense, to undertake the defense thereof and assume full responsibility for all Covered Liabilities allocated to it under this Agreement with respect to such Third Party Claim (ii) the indemnifying party shall keep the indemnified party fully informed as subject to the status terms and limitations contained in this ARTICLE 5), or if the Indemnifying Party gives such notice and thereafter fails to contest or attempt to settle such Third Party Claim in good faith or to take such action as may reasonably be necessary, if applicable, to prevent foreclosure of such Legal Action at all stages thereof, whether a lien against or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records attachment of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance Indemnified Party's property as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partycontemplated above, the indemnifying party Indemnified Party shall have the right to contest, settle, or compromise the claim but shall not make thereby waive any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable right to withhold consent indemnity therefor pursuant to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessthis Agreement.

Third Party Claims. The obligation of an indemnifying each party to ------------------ indemnify another the other party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons those not parties to this Agreement (including Including without limitation governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party seeking indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the indemnifying other party of (the "Indemnifying Party") within 30 days following any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, in each case to the extent known, ; provided, however, that no delay on the part of the indemnified party Indemnified Party in giving notice shall relieve the indemnifying party Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party Indemnifying Party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party the Indemnified Party with respect to which the indemnifying party Indemnifying Party may have an obligation to indemnifyindemnify the Indemnified Party, the Legal Action shall be defended by the indemnifying party Indemnifying Party, and such defense shall include all proceedings and appeals for appeal or review which counsel for the indemnified party Indemnified Party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this ArticleSection 8.5, until the indemnifying party Indemnifying Party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified partyIndemnified Party. Furthermore, (iA) if the indemnified party Indemnified Party shall have reasonably concluded that there are likely to be defenses available to the indemnified party it that are different from or in addition to those available to the indemnifying partyIndemnifying Party; (iiB) if the indemnifying party Indemnifying Party fails to provide the indemnified party Indemnified Party with evidence reasonably acceptable to the indemnified party Indemnified Party that the indemnifying party Indemnifying Party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iiiC) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (ivD) if a judgment against the indemnified party Indemnified Party will, in the good faith opinion of the indemnified partyIndemnified Party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified partyIndemnified Party. If the defense of the Legal Action is handled by the indemnified party Indemnified Party under the provisions of this subsection, the indemnifying party Indemnifying Party shall pay all legal and other expenses reasonably incurred by the indemnified party Indemnified Party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party Indemnifying Party (iA) the indemnified party Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (iiB) the indemnifying party Indemnifying Party shall keep the indemnified party Indemnified Party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party Indemnified Party is represented by its own counsel, (iiiC) the indemnifying party Indemnifying Party shall make available to the indemnified party, Indemnified Party and its attorneys, accountants and other representatives, all books and records of the indemnifying party Indemnifying Party relating to such Legal Action Action, and (ivD) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partyIndemnifying Party, the indemnifying party Indemnifying Party shall not make any settlement of any claim without the written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party Indemnified Party or its assets, employees or business, or relief which the indemnified party Indemnified Party reasonably believes could establish a custom or precedent which will be materially adverse to the best interests of its continuing business.

Third Party Claims. (a) The obligation Indemnified Party agrees to give the Indemnifying Party notice in writing of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons any claim or demand made by, or any other Action instituted by, any Person not parties a Party to this Agreement (including governmental claims for penalties, fines and assessmentsa “Third Party Claim”) shall in respect of which indemnity may be subject to sought under Section 7.1 in accordance with the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, procedures set forth in Section 7.2; provided, however, that no any delay on in delivering any Indemnification Notice will not affect the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely indemnification provided hereunder, except to the extent that) the indemnifying party is Indemnifying Party will have been materially prejudiced by as a result of such delay. From and after the delivery of a Indemnification Notice with respect to a Third Party Claim, the Indemnified Party will deliver to the Indemnifying Party, within ten (10) Business Days after the Indemnified Party's receipt thereof, true, correct and complete copies of all material notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Any CIE Claim shall be considered a Third Party Claim for purposes of the procedures set forth in this Section 7.3, it being the intent of the parties that Seller will assume the defense and settlement of any CIE Claim; provided that in such event, Seller will use reasonable best efforts not to create any bad faith exposure for Buyer, and, for the avoidance of doubt, if any such exposure is created that results in Losses to any of the Buyer Indemnified Parties, Seller will indemnify Buyer Indemnified Parties for such Losses pursuant to Section 7.1(a)(ii). (b) If (i) With respect to a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so elects, to assume the defense thereof, unless such Third Party Claim is reasonably likely to materially and adversely affect the Indemnified Party and/or the Indemnified Party's Affiliates other than as a result of monetary damages. Unless the Indemnified Party will have notified the Indemnifying Party of the existence of the condition set forth in the preceding sentence, the Indemnifying Party will have thirty (30) days (or such lesser number of days set forth in the Indemnification Notice as may be required by any actionGovernmental Entity, suit any court or proceeding (a "Legal Action"arbitration proceedings, or any regulatory inquiry or investigation) is brought against an indemnified party from receipt of the Indemnification Notice with respect to which a Third Party Claim (the indemnifying party may have an obligation “Defense Notice Period”) to indemnify, notify the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests Indemnified Party of its continuing business, the indemnifying party shall not be entitled election to assume the defense of such Third Party Claim. All Losses incurred by the Legal Action and Indemnified Party prior to any assumption by the Indemnifying Party of the defense shall of a Third Party Claim will be handled reimbursed by the indemnified partyIndemnifying Party to the extent the Indemnifying Party is required to indemnify and hold harmless the Indemnified Party from, against and in respect of Losses incurred or suffered by the Indemnified Party to the extent arising from such Third Party Claim. If the defense of Indemnifying Party notifies the Legal Action is handled by Indemnified Party within the indemnified party under the provisions of this subsectionDefense Notice Period that it elects to defend such Third Party Claim, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall it will have the right to be represented so defend at its expense, with counsel selected by advisory the Indemnifying Party that is reasonably acceptable to the Indemnified Party. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party will have the right, but not the obligation, to participate in the defense thereof, including the opportunity to participate in any discussions or correspondence with any Governmental Entity, and to employ counsel and accountants, separate from the counsel employed by the Indemnifying Party. The Indemnified Party will participate in any such defense at its own expenseexpense unless (A) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and a Governmental Entity, arbitrator or arbitration panel, as applicable, with jurisdiction over the proceedings at issue will have determined that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof or (B) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, and in the case of (A) or (B), all such expenses incurred by the Indemnified Party in connection with such participation will be borne by the Indemnifying Party. Each Party will reasonably cooperate in the defense or prosecution of a Third Party Claim. Such cooperation will include the retention and, upon the Indemnifying Party's request, the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (ii) In the indemnifying party shall keep event the indemnified party fully informed Indemnifying Party (x) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise; (y) is not entitled to defend the Third Party Claim as a result of the Indemnified Party's election to defend the Third Party Claim as provided in Section 7.3(b)(i); or (z) after assuming the defense of a Third Party Claim, fails to conduct the defense of such Third Party Claim in a reasonably diligent manner within twenty (20) days after receiving written notice from the Indemnified Party to the status effect that the Indemnifying Party has so failed, the Indemnified Party will have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party's right to indemnification for such Third Party Claim will not be adversely affected by assuming the defense of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal ActionThird Party Claim. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability If a claim by a third Third Party (a “Third-Party Claim”) is made against any Indemnified Party, and if such party which might give rise intends to seek indemnity with respect thereto under this Section 8.7, such Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim by delivery of a claim for indemnificationClaim Certificate; provided, which notice that the failure to so notify shall state not relieve the nature and basis Indemnifying Party of the assertion and the amount thereofits obligations hereunder, except to the extent knownthat the Claim Certificate is not delivered to the Indemnifying Party within the relevant survival period set forth in Section 8.1 or the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, at the expense of the Indemnifying Party, through counsel of its choosing, of the settlement or defense of such Third-Party Claim and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not be entitled to assume the control of such defense and shall pay the fees and expenses of the Legal Action and the defense shall be handled counsel retained by the indemnified partyIndemnified Party if such Third Party Claim would reasonably be expected to give rise to Losses which are more than twice the amount indemnifiable by such Indemnified Party. If Notwithstanding any other provision of this Agreement, (i) Seller shall have the right to control any Third-Party Claim which relates solely to Taxes (x) attributable to the Purchased Assets or the Terminal Operations with respect to any Pre-Closing Period or (y) imposed on Seller and (ii) Purchaser shall not consent to any settlement or compromise of any Third-Party Claim that (x) adversely affects or may adversely affect the Tax Liability of Seller or any of its Affiliates for any Pre-Closing Period or (y) would require payment by Seller of any amount under Section 8.2, in each case without the written consent of Seller. (b) Any Indemnified Party shall have the right to employ separate counsel in the defense of such Third-Party Claim, but the Legal Action fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party is handled not entitled to assume the defense of such Third Party Claim in accordance with Section 8.7(a) or the Indemnifying Party shall have failed to assume the defense of such Third-Party Claim as set forth in Section 8.7(c), (ii) the employment of such counsel has been specifically authorized in writing by the indemnified party under Indemnifying Party or (iii) the provisions named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is a conflict of this subsectioninterest between the Indemnified Party and the Indemnifying Party. The Indemnified Party shall not pay or settle any such Third-Party Claim. Notwithstanding the foregoing, the indemnifying party Indemnified Party shall have the right to pay all legal and other expenses reasonably incurred or settle any such Third-Party Claim only as to itself; provided, that in such event it shall waive any right to indemnity therefor by the indemnified party in conducting Indemnifying Party for such defenseThird-Party Claim unless the Indemnifying Party shall have consented to such payment or settlement. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s Claim Certificate seeking indemnification with respect to a Third-Party Claim that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the Third-Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (d) In The Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any Legal Action initiated by a third party and defended settlement that is not entirely indemnifiable by the indemnifying party (i) Indemnifying Party pursuant to this Article VIII and does not include as an unconditional term thereof the indemnified party shall have giving by the right Person or Persons asserting such Third-Party Claim to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status all Indemnified Parties of such Legal Action at an unconditional release from all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating Liability with respect to such Legal Action and (iv) the parties shall render Third-Party Claim or consent to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense entry of the Legal Actionany judgment. (e) In any Legal Action initiated by a third party The Indemnified Party shall cooperate with the Indemnifying Party and defended by its counsel in all reasonable respects in connection with the indemnifying party, the indemnifying party shall not make any settlement defense of any claim Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense to the written consent Indemnifying Party and/or its counsel, such employees of the indemnified party, which consent shall not Indemnified Party as may be unreasonably withheld. Without limiting reasonably necessary for the generality preparation of the foregoing, it shall not be deemed unreasonable defense of any such Third-Party Claim or for testimony as witnesses in any proceeding relating to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businesssuch Third-Party Claim.

Third Party Claims. The obligation of an indemnifying party (a) If any person entitled to ------------------ indemnify another indemnification under this Agreement (an "Indemnitee") receives notice of the assertion of any claim or of the commencement of any action or proceeding by any person that is not a party to this Agreement or a subsidiary of any such party (a "Third-Party Claim") against such Indemnitee, the Indemnitee shall promptly provide written notice thereof (including a description of the Third-Party Claim and an estimate of any Indemnifiable Losses (which estimate shall not be conclusive as to the final amount of such Indemnifiable Losses) to the party required to provide indemnification under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessmentsthe "Indemnifying Party") shall be subject to within ten (10) Business Days after the following terms and conditions: (a) The indemnified party shall give prompt Indemnitee's receipt of notice of such Third-Party Claim. Any delay by the Indemnitee in providing such written notice to shall not relieve the indemnifying party Indemnifying Party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, indemnification hereunder except to the extent known, provided, however, that no delay on the part rights of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is Indemnifying Party are materially prejudiced by such delay. (b) If The Indemnifying Party shall have the right to participate in or, by giving written notice to the Indemnitee, to assume the defense of any actionThird- Party Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel (which shall be reasonably satisfactory to the Indemnitee), suit or proceeding and the Indemnitee will cooperate in good faith in such defense. The Indemnifying Party shall not be liable for any legal expenses incurred by the Indemnitee after the Indemnitee has received notice of the Indemnifying Party's intent to assume the defense of a Third-Party Claim; provided, however, that if the Indemnifying Party fails to take steps reasonably necessary to diligently pursue the defense of such Third-Party Claim within ten (a "Legal Action"10) is brought against an indemnified party with respect to which Business Days of receipt of notice from the indemnifying party may have an obligation to indemnifyIndemnitee that such steps are not being taken, the Legal Action Indemnitee may assume its own defense and the Indemnifying Party shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel liable for the indemnified party shall reasonably deem appropriatereasonable costs thereof. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of The Indemnifying Party may settle any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party Third-Party Claim which it has sufficient financial resources elected to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed so long as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, Indemnitee to such settlement is first obtained (which consent shall not be unreasonably withheld). Without limiting The Indemnitee shall not settle any Third-Party Claim without the generality written consent of the foregoing, it Indemnifying Party (which consent shall not be deemed unreasonable unreasonably withheld). (d) In the event that a Third-Party Claim involves a proceeding as to withhold consent which both Citizens and XXX may be Indemnifying Parties, the parties hereto agree to cooperate in good faith in a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests joint defense of its continuing businesssuch Third-Party Claim.

Third Party Claims. The obligation (a) In the event Purchaser or Seller becomes aware of an indemnifying a third-party claim which it reasonably believes may result in indemnification pursuant to ------------------ indemnify another party to this Agreement under the applicable provisions of this Article 9, such Person shall promptly notify the other party of such claim; provided that, the failure of any Purchaser Indemnified Party to give prompt notice of such third-party claim (the “Claim Notice”) shall not release or otherwise affect Seller’s obligations with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, its indemnification obligations except to the extent known, provided, however, that no delay on it is actually and materially prejudiced thereby. The Seller may elect to assume the part defense of such third-party claim at its sole expense by notifying the Indemnified Party of such election promptly after receipt of the indemnified party Claim Notice, but in giving no event later than fifteen (15) Business Days of its receipt thereof. The failure to give such notice shall relieve the indemnifying party of any obligation not affect Seller’s right to indemnify unless (and then solely assume such defense, except to the extent thatany Purchaser Indemnified Party is actually and materially prejudiced thereby. If Seller so elects to assume the defense of such third-party claim, (i) the indemnifying Purchaser Indemnifying Party shall proceed to defend such claim in a diligent manner with counsel of its choice (which must be reasonably satisfactory to the Purchaser Indemnified Party); (ii) the Purchaser Indemnified Party shall make available to Seller any non-privileged documents and materials in its possession that may be reasonably necessary to the defense of such claim; (iii) Seller shall keep the Purchaser Indemnified Party reasonably informed of all material developments and events relating to such claim; (iv) the Purchaser Indemnified Party shall have the right to participate in the defense of such claim, but at its sole cost and expense, unless (A) the engagement of counsel shall have been specifically authorized in writing by Seller, or (B) the named parties to the third-party is prejudiced complaint (including impleaded parties) include both the Purchaser Indemnified Parties and Seller, and in the opinion of counsel to the Purchaser Indemnified Party, there exists a conflict (or potential conflict) of interest between such parties, in which case the reasonable expenses of the Purchaser Indemnified Party’s counsel shall be paid or reimbursed by Seller (provided that in no event shall Seller be liable for more than one counsel for all Purchaser Indemnified Parties with respect to such delaythird-party claim); and (v) Seller shall not, without the consent of the Purchaser Indemnified Party (which consent may not be unreasonably withheld or delayed), settle, compromise or discharge such third-party claim or permit a default or consent to entry of judgment, unless any such settlement, compromise, discharge or consent includes a release of the Purchaser Indemnified Party from all liability arising out of such third-party claim, provides solely for monetary relief and involves no finding or admission of any violation of any Law by the Purchaser Indemnified Party and involves no limitation on the Use by Purchaser or rights of Purchaser in any Purchased Asset. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available Subject to the indemnified party that are different from or overall limitations set forth in addition to those available to the indemnifying party; (ii) this Section 9.4, if the indemnifying party Seller fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests give notice of its continuing business, the indemnifying party shall not be entitled election to assume the defense of the Legal Action a third-party claim pursuant to Section 9.5(a), and the defense shall be handled by the indemnified party. If Purchaser Indemnified Party proceeds with the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party claim or proceeding on its own: (i) all reasonable expenses relating to the indemnified defense of such claim (with counsel not reasonably objected to by Seller) shall be borne and paid exclusively by Seller (provided that in no event shall Seller be liable for more than one counsel for all Purchaser Indemnified Parties with respect to such third-party claim); (ii) the Indemnifying Party shall make available to the Indemnified Party any non-privileged documents and materials in its possession or control that may be reasonably necessary to the defense of such claim or proceeding; (iii) the Purchaser Indemnified Party shall keep Seller reasonably informed of all material developments and events relating to such claim or proceeding; (iv) Seller shall have the right to participate in the defense of such claim, but at its sole cost and expense; and (v) the Purchaser Indemnified Party shall not, without the consent of Seller (which consent may not be represented unreasonably withheld or delayed), settle, compromise or discharge such third-party claim or permit a default or consent to entry of judgment, unless any such settlement, compromise, discharge or consent includes a release of Seller from all liability arising out of such third-party claim, provides solely for monetary relief and involves no finding or admission of any violation of any Law by advisory counsel and accountantsthe Purchaser (unless Seller elects to waive any such requirement). Notwithstanding the foregoing, at its own expenseany time upon five (5) business days notice, (ii) Seller shall have the indemnifying party shall keep right to assume the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third third-party and claim that is currently being defended by the indemnifying partyPurchaser Indemnified Party pursuant to this Section 9.4(b), the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse except to the best interests of its continuing businessextent that the Purchaser Indemnified Party would be actually and materially prejudiced thereby.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The In order for a party hereto eligible to be indemnified party shall give prompt hereunder (an "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person or entity against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the parties obligated to provide indemnification pursuant to Section 12.1 or 12.2 hereof (each, an "Indemnifying Party") in writing, and in reasonable detail, of the Third Party Claim within 30 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the indemnifying party extent the Indemnifying Party shall have been actually prejudiced as a result of any assertion of liability by a third party which might give rise to a claim for indemnification, which such failure. Such notice shall state the nature and the basis of the assertion such claim and a reasonable estimate of the amount thereof. Thereafter, the Indemnified Party shall deliver to the extent knownIndemnifying Party, providedwithin five business days after the Indemnified Party's receipt thereof, however, that no delay on copies of all notices and documents (including court papers) received by the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely Indemnified Party relating to the extent that) the indemnifying party is prejudiced by such delayThird Party Claim. (b) If The Indemnifying Party shall have right to defend and settle, at its own expense and by its own counsel (provided that such counsel is not reasonably objected to by the Indemnified Party), any action, suit Third Party Claim as the Indemnifying Party pursues the same in good faith and diligently and so long as the Third Party Claim does not relate to an actual or proceeding (a "Legal Action") is brought against an indemnified party with respect potential Loss to which Section 12.3(e) applies. If the indemnifying party may have an obligation Indemnifying Party undertakes to indemnifydefend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. Notwithstanding the foregoing, the Legal Action Indemnified Party shall be defended by have the indemnifying party and such defense shall include all proceedings and appeals which right to participate in any matter through counsel of its own choosing at its own expense (unless there is a conflict of interest that prevents counsel for the indemnified party Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall reasonably deem appropriatenot be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses and out-of-pocket expenses, and except in the case of a Third Party Claim relating to an actual or potential Loss to which Section 12.3(e) applies in which the Indemnified Party. (c) Notwithstanding No Indemnifying Party shall, in the provisions defense of any Third Party Claim, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent of the previous subsection Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or matter. (d) If the Indemnifying Party does not assume the defense of any Third Party Claim, then the Indemnified Party may defend against such Third Party Claim in such manner as it deems appropriate at the expense of the Indemnifying Party. (e) Notwithstanding anything to the contrary in this ArticleArticle 12, until if at any time, in the indemnifying party reasonable opinion of UniCapital, Newco or the Surviving Corporation (notice of which opinion shall be given in writing to the Indemnifying Party), any Third Party Claim seeks material prospective relief which could have an adverse effect on any such Indemnified Party or any subsidiary, then such Indemnified Party shall have assumed the right to control or assume (as the case may be) the defense of any such Legal ActionThird Party Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense (including, but not limited to, fees and disbursements of counsel and experts, as well as any sampling, testing, investigation, removal, treatment or remediation undertaken by UniCapital, Newco or the defense Surviving Corporation and all counseling or engineering fees and expenses related thereto) shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion included as part of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense indemnification obligations of the Legal Action and the defense shall be handled by the indemnified partyIndemnifying Party hereunder. If the defense of Indemnified Party elects to exercise such right, then the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnifying Party shall have the right to be represented by advisory counsel and accountantsparticipate in, at its own expensebut not control, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status defense of such Legal Action Third Party Claim at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, sole cost and its attorneys, accountants and other representatives, all books and records expense of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal ActionIndemnifying Party. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to In the indemnifying party event an Indemnified Party becomes aware of any assertion of liability by a third party which might give rise to claim that the Indemnified Party reasonably believes may result in a claim demand for indemnificationindemnification hereunder (a “Third Party Claim”), which notice the Indemnified Party shall state notify the nature and basis Indemnifying Parties of the assertion such claim, and the amount thereofIndemnifying Parties shall be entitled, at their expense, to participate in, but not to determine or conduct, the extent known, defense of such claim; provided, however, that no delay on the part of the indemnified party Indemnified Party in giving notice notifying the Indemnifying Parties shall relieve the indemnifying party of Indemnifying Parties from any obligation to indemnify hereunder unless (and then solely to the extent thatextent) the indemnifying party is prejudiced by such delayIndemnifying Parties are thereby prejudiced. (b) If any action, suit or proceeding (a "Legal Action"Notwithstanding anything contained in Section 9.5(a) is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyabove, the Legal Action shall be defended by Indemnifying Parties will have the indemnifying party and such defense shall include all proceedings and appeals which right to defend any Indemnified Party against the Third Party Claim with counsel for of their choice reasonably satisfactory to the indemnified party shall reasonably deem appropriate. Indemnified Party if (cA) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed Indemnified Party is negligently conducting the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, Third Party Claim or (B) so long as (i) if the indemnified party shall have reasonably concluded Indemnifying Parties notify the Indemnified Party in writing within 30 business days after the Indemnified Party has given notice of the Third Party Claim that there are likely to be defenses available to the indemnified party that are different Indemnifying Parties will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or in addition to those available to caused by the indemnifying party; Third Party Claim, (ii) if the indemnifying party fails to Indemnifying Parties provide the indemnified party Indemnified Party with evidence reasonably acceptable to the indemnified party Indemnified Party that the indemnifying party has sufficient Indemnifying Parties will have the financial resources to defend against the Third Party Claim and fulfill its their indemnification obligation with respect to the Legal Action; obligations hereunder, (iii) if the Legal Action Third Party Claim involves other than money only monetary damages and seeks injunctive does not seek an injunction or other equitable relief; relief against Buyer or any successor-in-interest of Buyer to the Profiler Business, (iv) if a settlement of, or an adverse judgment against with respect to, the indemnified party willThird Party Claim is not, in the good faith opinion judgment of the indemnified partyBuyer or any successor-in-interest of Buyer to the Profiler Business, likely to establish a precedential custom or precedent which will practice that could be materially adverse to the best continuing business interests of the Indemnified Party (such materiality in its continuing businessgood faith judgment), and (v) the indemnifying party shall Indemnifying Parties are not be entitled to assume negligent in their conduct of the defense of the Legal Action and Third Party Claim. The Indemnifying Parties will not consent to the defense shall be handled by entry of a judgment or enter into any settlement agreement with respect to a Third Party Claim without the indemnified party. If the defense prior written consent of the Legal Action is handled by Indemnified Party, unless such judgment or settlement includes a full release of the indemnified party under the provisions Indemnified Party in respect of this subsectionall indemnifiable Damages resulting therefrom, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defenserelated thereto or arising therefrom. (dc) In the event any Legal Action initiated by a third party and defended by of the indemnifying party conditions in Section 9.5(b)(B) above is or becomes unsatisfied, however, (i) the indemnified party shall have Indemnified Party may defend against, and consent to the right to be represented by advisory counsel entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and accountantsthe Indemnified Party need not consult with, at its own expenseor obtain any consent from, the Indemnifying Parties in connection therewith), (ii) the indemnifying party shall keep Indemnifying Parties will reimburse the indemnified party fully informed as to Indemnified Party promptly and periodically for the status costs of such Legal Action at all stages thereofdefending against the Third Party Claim (including reasonable legal fees and expenses), whether or not the indemnified party is represented by its own counsel, and (iii) the indemnifying party shall make available Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the indemnified partyfullest extent provided in this Article IX; provided, and its attorneyshowever, accountants and other representativesthat notwithstanding anything contained in this Section 9.5(c), all books and records of the indemnifying party relating Indemnifying Parties shall be entitled, at their expense, to such Legal Action and (iv) participate in, but not determine or conduct, the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Actionsuch Third Party Claim. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation (a) In the event that any Purchaser Indemnitee desires to make a claim against the Seller or any Seller Indemnitee desires to make a claim against the Purchaser, the Company or Elmwood (such Purchaser Indemnitee or Seller Indemnitee an “Indemnified Party”) under Section 9.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party by any third party for which the Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), such Indemnified Party shall promptly notify in writing (i) in the case of an indemnifying party to ------------------ indemnify another party to this Agreement a claim under the provisions of this Article Section 9.2(a) or 9.2(b) (except with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penaltiesPhotocircuits Bankruptcy Complaint, fines and assessments) in which case no notice shall be subject to required), the following terms and conditions: Seller, or (aii) The indemnified party shall give prompt written notice to in the indemnifying party case of any assertion of liability by a third party which might give rise to a claim for indemnificationunder Section 9.2(c), which notice shall state the nature Purchaser (in each case, an ‘Indemnifying Party”) of such Third Party Claim and basis of the assertion and the amount thereof, to the extent knownIndemnified Party’s claim of indemnification with respect thereto, provided, however, that no delay on the part of the indemnified party in giving notice failure to so notify shall not relieve the indemnifying party Indemnifying Party(ies) of any obligation to indemnify unless (and then solely their obligations hereunder, except to the extent thatthat the Indemnifying Party(ies) the indemnifying party is are materially prejudiced by such delay. (bfailure. The Indemnifying Party(ies) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed 30 days after receipt of such notice to notify such Indemnified Party if the applicable Indemnifying Party(ies) have elected to assume the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, Third Party Claim (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation except with respect to the Legal Action; (iiiPhotocircuits Bankruptcy Claim for which Seller has hereby elected to assume defense). If the applicable Indemnifying Party(ies) if elect to assume the Legal Action involves other than money damages defense of such Third Party Claim, such Indemnifying Party(ies) shall be entitled at their own expense to conduct and seeks injunctive or other equitable relief; or (iv) if a judgment against control the indemnified party will, in the good faith opinion defense and settlement of such Third Party Claim through counsel of their own choosing on behalf of the indemnified partyapplicable Indemnified Party. If the Indemnifying Party(ies) fail to notify the Indemnified Party, establish within 30 days after receipt of notice of a custom or precedent which will be materially adverse Third Party Claim that the applicable Indemnifying Party(ies) have elected to assume the best interests defense of its continuing businesssuch Third Party Claim, the indemnifying party Indemnified Party shall not be entitled to assume the defense of such Third Party Claim at the Legal Action and the defense shall be handled by the indemnified party. If the defense expense of the Legal Action is handled by applicable Indemnifying Party(ies), provided, however, that the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In Indemnified Party may not compromise or settle any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim Third Party Claim without the written consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld. Without limiting . (b) Any compromise, settlement or offer of settlement of any Third Party Claim shall require the generality prior written consent of the foregoingIndemnified Party, it which consent shall not be deemed unreasonable to withhold unreasonably withheld, conditioned or delayed. Unless such consent is obtained, the applicable Indemnifying Party(ies) shall continue the defense of such claim; provided, however, that if any Indemnified Party refuses its consent to a bona fide offer of settlement involving injunctive that the applicable Indemnifying Party(ies) wish to accept and that involves no payment of money by such Indemnified Party, and further involves no limitation on the future operation of the business, assets or property of the Company, and that releases such Indemnified Party from all liability in connection with such claim, the applicable Indemnifying Party(ies) may reassign the defense of such claim to such Indemnified Party, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party(ies), at the sole cost and expense of such Indemnified Party. In such event, the obligation of the applicable Indemnifying Party(ies) with respect thereto shall not exceed the amount of the offer of settlement that such Indemnified Party refused to accept plus the costs and expenses of such Indemnified Party prior to the date such Indemnifying Party(ies) notified such Purchaser Indemnitee of the offer of settlement. (c) If the Indemnifying Party makes any payment on any Third Party Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other equitable relief against claims of the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse Indemnified Party with respect to the best interests of its continuing businesssuch Third Party Claim.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified Promptly after the receipt by any party shall give prompt written hereto of notice to the indemnifying party of any assertion claim, action, suit or proceeding of liability by a any third party which might is subject to indemnification hereunder, such party ("INDEMNIFIED PARTY") shall give rise written notice of such claim to a claim for indemnificationthe party obligated to provide indemnification hereunder ("INDEMNIFYING Party"), which notice shall state stating the nature and basis of the assertion such claim and the amount thereof, to the extent known, provided, however, that no delay on the part . Failure of the indemnified party in giving Indemnified Party to give such notice shall not relieve the indemnifying party Indemnifying Party from any liability which it may have on account of any its indemnification obligation to indemnify unless (and then solely or otherwise, except to the extent that) that the indemnifying party Indemnifying Party is materially prejudiced by such delaythereby. (b) If any The Indemnifying Party shall be entitled to elect to participate in the defense of and, if it so chooses, to assume the defense of such claim, action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended counsel selected by the indemnifying party Indemnifying Party and reasonably satisfactory to the Indemnified Party. Upon any such defense shall include all proceedings and appeals which counsel for election by the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed Indemnifying Party to assume the defense of any such Legal Actionclaim, action, suit or proceeding, the defense Indemnifying Party shall not be handled liable for any legal or other expenses subsequently incurred by the indemnified party. FurthermoreIndemnified Party in connection with the defense thereof, PROVIDED, HOWEVER, that (i) if the indemnified party Indemnified Party shall have reasonably concluded that there are likely to be defenses available to separate counsel is required because a conflict of interest would otherwise exist, then the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented by advisory select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party and accountants(ii) the Indemnified Party may, at its option and at its own expense, participate in such defense and employ counsel separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period in which the Indemnifying Party has not assumed the defense thereof (ii) other than during any period in which the indemnifying party Indemnified Party failed to give the notice provided above). The parties shall keep the indemnified party fully informed use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the status parties under this SECTION 7. The parties shall also cooperate in any such defense, give each other full access to all non-privileged information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of such Legal Action at all stages thereof, whether any material provided hereunder. Whether or not the indemnified party is represented by its own counsel, (iii) Indemnifying Party shall have assumed the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying partydefense, the indemnifying party Indemnifying Party shall not make be obligated to indemnify the Indemnified Party hereunder for any settlement of any claim entered into without the Indemnifying Party's prior written consent of the indemnified partyconsent, which consent shall not be unreasonably withheldwithheld or delayed. Without limiting Unless the generality sole relief is monetary damages which are payable in full by the Indemnifying Party, the Indemnifying Party shall not settle any claim without the prior written consent of the foregoingIndemnified Party, it which consent shall not be deemed unreasonable to withhold consent to a settlement involving injunctive unreasonably withheld or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessdelayed.

Third Party Claims. The obligation (a) Promptly after receipt by an indemnified party under Section 7.2 or 7.3 of notice of the commencement of any action or proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penaltiessuch Section, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion the commencement of liability by a third such action or proceeding, but the failure to notify the indemnifying party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall will not relieve the indemnifying party of any obligation liability that it may have to indemnify unless (and then solely any indemnified party, except to the extent that) that the indemnifying party defense of such action is actually prejudiced by the indemnified party's failure to give such delaynotice. (b) If any action, suit action or proceeding (a "Legal Action"referred to in Section 7.6(a) is brought against an indemnified party with respect and it gives notice to which the indemnifying party may have an obligation to indemnifyof the commencement of such action or proceeding, the Legal Action shall be defended by the indemnifying party and will be entitled to participate in such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Articleaction or proceeding and, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party extent that are different from or in addition to those available to the indemnifying party; it wishes (ii) if unless the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable reasonable assurance to the indemnified party that the indemnifying party has sufficient of its financial resources capacity to defend such action or proceeding and fulfill its provide indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive such action or other equitable relief; or (iv) if a judgment against the indemnified party willproceeding), in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by such action or proceeding with counsel reasonably satisfactory to the indemnified party. If party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such action or proceeding, the Legal Action is handled by indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under the provisions this Section 7 for any fees of this subsection, the indemnifying party shall pay all legal and other counsel or any other expenses reasonably with respect to the defense of such action or proceeding, in each case subsequently incurred by the indemnified party in conducting connection with the defense of such defense. (d) In any Legal Action initiated by a third action or proceeding, other than reasonable costs of investigation. If the indemnifying party and defended assumes the defense of an action or proceeding, no compromise or settlement of such claims may be effected by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to without the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and 's consent (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality ) unless (A) there is no finding or admission of any violation of laws or regulations or any violation of the foregoing, it shall not rights of any person or entity and no effect on any other claims that may be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief made against the indemnified party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party. If notice is given to an indemnifying party of the commencement of any action or its assetsproceeding and the indemnifying party does not, employees or businesswithin ten days after the indemnified party's notice is given, or relief which give notice to the indemnified party reasonably believes could establish a custom of its election to assume the defense of such action or precedent which proceeding, the indemnifying party will be adverse bound by any determination made in such action or proceeding or any compromise or settlement effected by the indemnified party. (c) NetRatings hereby consents to the best interests non-exclusive jurisdiction of its continuing businessany court in which an action or proceeding is brought against any Company Indemnified Person for purposes of any claim that a Company Indemnified Person may have under this Agreement with respect to such action or proceeding or the matters alleged therein, and agrees that process may be served on NetRatings with respect to such a claim anywhere in the world. ACN hereby consents to the non-exclusive jurisdiction of any court in which an action or proceeding is brought against any NetRatings Indemnified Person for purposes of any claim that a NetRatings Indemnified Person may have under this Agreement with respect to such action or proceeding or the matters alleged therein, and agrees that process may be served on ACN with respect to such a claim anywhere in the world.

Third Party Claims. The obligation Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnitee”) of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion demand, claim or circumstance which, with the lapse of liability by a third party which time, would or might give rise to a claim for indemnificationor the commencement (or threatened commencement) of any action, which proceeding or investigation (an “Asserted Liability”) that may result in Damages, the Indemnitee shall give notice thereof (the “Claims Notice”) to the party or parties with an obligation to indemnify (the “Indemnifying Party”). The Claims Notice shall state describe the nature Asserted Liability in reasonable detail and basis of the assertion and shall indicate the amount thereof(estimated, if necessary and to the extent knownfeasible) of the Damages that have been or may be suffered by the Indemnitee. The Indemnifying Party may elect to defend, at its own expense and by its own counsel, any Asserted Liability, unless the Indemnitee believes in good faith on the advice of counsel that (i) there are one or more legal or equitable defenses available to it that are different from or additional to those available to the Indemnifying Party, or (ii) such Asserted Liability could reasonably be expected to result in a grant of injunctive or equitable relief. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability at the sole cost of the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation consent to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit settlement or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent compromise shall not be unreasonably withheld. Without limiting The Indemnifying Party shall reimburse the generality Indemnitee promptly on demand for the costs and expenses of any defense presented or compromise entered into by such Indemnitee. In any event, the Indemnitee and the Indemnifying Party may participate (but not control), at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend the claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. Upon payment in full of any Damages or the payment of any judgment or settlement with respect to any Asserted Liability, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the foregoingIndemnitee against any person with respect to the subject matter of such Claim or Third Party Claim. The Indemnitee shall assign or otherwise cooperate with the Indemnifying Party, it shall not be deemed unreasonable at the cost and expense of the Indemnifying Party, to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or businesspursue any claims against, or relief otherwise recover amounts from, any person liable or responsible for any Damages for which the indemnified party reasonably believes could establish a custom or precedent which will be adverse indemnification has been received pursuant to the best interests of its continuing businessthis Agreement.

Third Party Claims. The obligation Upon the Indemnified Party informing the Indemnifying Party of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party existence of any assertion of liability by a third party event or claim which might may give rise to a Third Party Claim against the Indemnified Party, the Indemnifying Party and the Indemnified Party shall cooperate fully in the defense, negotiation or settlement of such Third Party Claim, it being understood that the defense shall be conducted jointly but, as far as strategic initiatives are concerned, the ultimate decision shall remain with the Indemnifying Party. All costs and expenses incurred by the Indemnified Party arising from the Indemnifying Party’s decision to defend, negotiate and settle any such Claims or otherwise howsoever and whatsoever shall be borne absolutely by the Indemnifying Party. The Indemnified Party shall not settle any matter which may give rise to the Indemnifying Party’s liability herein without the latter’s prior written consent. Should the Indemnifying Party obtain a monetary settlement proposal from a third party claimant and the Indemnified Party refuse to agree to such settlement, the Indemnified Party shall bear the risk of any claim for indemnification, which notice shall state the nature and basis made by such third party in excess of the assertion proposed settlement amount and the amount thereofIndemnified Party shall be free to conduct the defense, negotiation or settlement. If the Indemnified Party shall have decided not to defend such claim or to settle it in a manner unsatisfactory to the extent knownIndemnifying Party, the Indemnifying Party may, at its sole cost and expense, assume full responsibility for the defense or settlement of such claim, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnifying Party shall have conduct its defense or settlement in a manner which does not cause any further Loss to the right to be represented by advisory counsel Indemnified Party and accountants, at its own expense, (ii) the indemnifying party shall keep Indemnifying Party regularly consults with the indemnified party fully informed as to the status of Indemnified Party during such Legal Action at all stages thereof, whether defense or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Actionsettlement. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with With respect to claims resulting from any Third Party Claim, the assertion of liability by Persons not parties Indemnifying Party shall have the right, at its expense, to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis participate in or assume control of the assertion and the amount thereofnegotiation, to the extent known, provided, however, that no delay on the part settlement or defence of the indemnified party Claim and, in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyevent, the Legal Action Indemnifying Party shall be defended by reimburse the indemnifying party and Indemnified Party for all the Indemnified Party's out-of-pocket expenses as a result of such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from participation or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified partyassumption. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionIndemnifying Party elects to assume such control, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be represented paid by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep Indemnified Party unless the indemnified party fully informed as Indemnifying Party consents to the status retention of such Legal Action at all stages thereof, whether counsel or not unless the indemnified party is represented named parties to any action or proceedings include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by its own counsel, (iii) the indemnifying party shall make available same counsel would be inappropriate due to the indemnified partyactual or potential differing interests between them (such as the availability of different defences). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and its attorneysthe Indemnifying Party shall, accountants and other representativesforthwith after demand by the Indemnified Party, all books and records reimburse the Indemnified Party for such payment. If the amount of any liability of the indemnifying party relating Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to such Legal Action and (iv) the parties Indemnified Party, the Indemnified Party shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense forthwith after receipt of the Legal Action. (e) In any Legal Action initiated by a third party and defended by difference from the indemnifying partyThird Party, pay the indemnifying party shall not make any settlement amount of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse such difference to the best interests of its continuing businessIndemnifying Party.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt For any claim by a Person who is not a Party (“a Third Party Claim”) for which the Indemnifying Party has indemnification obligations under this Agreement or the Related Agreements, the Indemnifying Party at its sole expense may, upon written notice to the indemnifying party Indemnified Party, assume the defense of any assertion of liability by a third party which might give rise to a such claim for indemnification, which notice shall state if the nature and basis of the assertion and the amount thereof, Indemnifying Party acknowledges to the extent known, provided, however, that no delay on the part of the indemnified party Indemnified Party in giving notice shall relieve the indemnifying party of any writing its obligation to indemnify unless (the Indemnified Party with respect to all elements of such claim, and then solely thereafter diligently conducts the defense thereof with counsel reasonably acceptable to the extent that) Indemnified Party. The Indemnified Party shall be entitled to employ counsel separate from counsel employed by the indemnifying party Indemnifying Party in any such action and to participate therein at their own expense. The Indemnifying Party may not consent to the entry of any judgment or enter into any settlement which does not require the claimant to give all Indemnified Parties an unconditional release from all Liability with respect to such claims. In the event it is prejudiced determined by such delaya final, binding and non-appealable award by an arbitration tribunal pursuant to Section 8.6 that the Indemnified Party was not entitled to indemnification by the Indemnifying Party under this Agreement and the Related Agreements (as applicable), the Indemnifying Party shall be entitled to be reimbursed by the Indemnified Party for all reasonable attorneys’ fees and costs incurred by the Indemnifying Party in connection with investigating and defending the Third Party Claim. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall Indemnifying Party does not be entitled to assume the defense of the Legal Action Third Party Claim for which the Indemnifying Party has indemnification obligations under this Agreement or the Related Agreements within thirty (30) days after written notice thereof from the Indemnified Party or does not thereafter diligently conduct such defense in a manner acceptable to the Indemnified Party, the Indemnified Party may defend against such claim in such manner as it may reasonably deem appropriate (including settling such claim on such terms as the Indemnified Party may deem appropriate) at the sole cost and the defense shall be handled by the indemnified party. If the defense expense of the Legal Action is handled by Indemnifying Party, provided that the indemnified party under Indemnifying Party uses its commercially reasonable efforts to defend the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defenseclaim diligently. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation Promptly after receipt by a Party entitled to indemnification hereunder (the “Indemnitee”) of an indemnifying written notice of the assertion or the commencement of any Proceeding by a third-party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from any matter referred to in Section 8.2 or Section 8.3 (a “Third Party Claim”), the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) Indemnitee shall be subject give written notice thereof to the following terms and conditions: party obligated to indemnify Indemnitee (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification“Indemnitor”), which notice shall state the nature and basis include a description of the assertion Third Party Claim, the amount thereof (if known and quantifiable) and the amount thereofbasis for the Third Party Claim, to and thereafter shall keep the extent known, Indemnitor reasonably informed with respect thereto; provided, however, that no delay on the part failure of the indemnified party in giving Indemnitee to give the Indemnitor notice as provided herein shall not relieve the indemnifying party Indemnitor of any obligation to indemnify unless (and then solely its obligations hereunder except to the extent that) that the indemnifying party Indemnitor is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action thereby. Any Indemnitor shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed entitled to participate in the defense of any Proceeding giving rise to Third Party Claim at such Legal ActionIndemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense shall be handled thereof by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence appointing a nationally recognized and reputable counsel reasonably acceptable to the indemnified party Indemnitee to be the lead counsel in connection with such defense; provided, however, that: (i) the Indemnitee shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that the indemnifying party has sufficient financial resources to defend fees and fulfill its indemnification obligation with respect expenses of such separate counsel shall be borne by the Indemnitee (other than any fees and expenses of such separate counsel that are incurred prior to the Legal Action; (iii) date the Indemnitor effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnitor, and except that the Indemnitor shall pay all of the fees and expenses of such separate counsel if the Legal Action involves other than money damages Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and seeks injunctive or other equitable relief; or the Indemnitee); (ivii) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnitor shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) and shall pay the fees and expenses of counsel retained by the Indemnitee if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (3) the claim seeks an injunction or equitable relief against the Indemnitee; (4) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; or (5) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitor shall control the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionany such claim, the indemnifying party Indemnitor shall pay all legal and other expenses reasonably incurred by obtain the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the prior written consent of the indemnified partyIndemnitee before entering into any settlement of a claim or ceasing to defend such claim if, which consent shall not be unreasonably withheld. Without limiting the generality pursuant to or as a result of the foregoingsuch settlement or cessation, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief will be imposed against the indemnified party Indemnitee or its assetsif such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businesswithout prejudice.

Third Party Claims. The obligation In the case of an indemnifying party a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis participate in or assume control of the assertion and the amount thereofnegotiation, to the extent known, provided, however, that no delay on the part settlement or defence of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified partyClaim. If the defense Indemnifying Party elects to assume such control, the Indemnifying Party shall reimburse the Indemnified Party for all of the Legal Action is handled by the indemnified party under the provisions Indemnified Party's out-of-pocket expenses incurred as a result of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party participation or assumption. The Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be represented paid by advisory the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel and accountants, at its own expenseexpense or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences). The Indemnified Party shall cooperate with the Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defence and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim. If, having elected to assume control of the negotiation, settlement or defence of the Third Party claim, the Indemnifying Party thereafter fails to conduct such negotiation, settlement or defence with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that (i) the Indemnified Party is required by Applicable Law or the order of any court, tribunal or regulatory body having jurisdiction, or (ii) it is necessary in the indemnifying party shall keep reasonable view of the indemnified party fully informed as Indemnified Party acting in good faith and in a manner consistent with reasonable commercial practices, in respect of (A) a Third Party Claim by a customer relating to products or services supplied by the Business or (B) a Third Party Claim relating to any Contract which is necessary to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records ongoing operations of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required Business or any material part thereof in order to ensure avoid material damage to the proper relationship between the Indemnified Party and adequate defense any of its major customers or to preserve the rights of the Legal Action. Indemnified Party under such an essential Contract, to make a payment to any person (ea "Third Party") In any Legal Action initiated by a third party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, then the Indemnified Party may make such payment and defended the Indemnifying Party shall, promptly after demand by the indemnifying partyIndemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the indemnifying party shall not make any Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. If such a payment, by resulting in settlement of any claim without the written consent Third Party Claim, precludes a final determination of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality merits of the foregoing, it shall not be deemed Third Party Claim and the Indemnified Party and the Indemnifying Party are unable to agree whether such payment was unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against in the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse circumstances having regard to the best interests amount and merits of its continuing businessthe Third Party Claim, then such dispute shall be referred to and finally settled by binding arbitration from which there shall be no appeal.

Third Party Claims. The obligation (i) In order for a person (the “indemnified party”) to be entitled to any indemnification provided for under Section 9.02 or Section 9.07 in respect of, arising out of an indemnifying party to ------------------ indemnify another party to this Agreement under or involving a claim made by any person against the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to (a “Third Party Claim”), such indemnified party must notify the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature in writing (and basis in reasonable detail) of the assertion and Third Party Claim promptly following receipt by such indemnified party of notice of the amount thereof, to the extent known, Third Party Claim; provided, however, that no delay on failure to give such notification shall not affect the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (indemnification provided hereunder except and then solely only to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed been actually and materially prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly following the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (ii) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense of any such Legal Actionthereof and, if it so chooses, to assume the defense shall be handled thereof by written notice to the indemnified party within 10 days of the receipt of the notice received pursuant to Section 9.09(a)(i) with counsel selected by the indemnifying party; provided that such counsel is not reasonably objected to by the indemnified party. Furthermore; provided, (i) if further, that such written notice given after 10 days will be valid except and only to the extent the indemnified party shall have reasonably concluded been actually and materially prejudiced; provided, further, that there are likely to be defenses available to notwithstanding the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing businessforegoing, the indemnifying party shall not be entitled to assume control of such defense and shall pay the defense reasonable fees and expenses of counsel (reasonably acceptable to the Legal Action and the defense shall be handled by the indemnified indemnifying party. If the defense of the Legal Action is handled ) retained by the indemnified party under if (i) the provisions claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegations or investigation; (ii) the claim seeks an injunction or equitable relief against the indemnified party; (iii) the indemnified party reasonably believes upon advice of counsel that an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would have a material adverse effect on the Business; (iv) the indemnifying party failed or is failing to prosecute or defend such claim; or (v) if the claim is subject to the Cap and such claim together with all outstanding and unresolved claims that are subject to the Cap could reasonably be expected to give rise to Losses which are more than 150% of the remaining amount indemnifiable by such indemnifying party with respect to such claims pursuant to this subsectionArticle IX. Should the indemnifying party be entitled and so elect to assume the defense of a Third Party Claim, the indemnifying party shall pay all not be liable to the indemnified party for any legal and other expenses reasonably subsequently incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by connection with the defense thereof. If the indemnifying party (i) assumes such defense in accordance with this Agreement, the indemnified party shall have the right to be represented by advisory counsel participate in the defense thereof and accountantsto employ counsel, at its own expense, (ii) separate from the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees, costs and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not make assumed the defense thereof (other than during any settlement period in which the indemnified party is delinquent in giving notice of the Third Party Claim as provided above) and with respect to any Third Party Claim where the indemnifying party was prohibited from assuming such defense pursuant to this Section 9.09. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any claim material provided hereunder. No party shall compromise or settle any Third Party Claim without the prior written consent of the indemnified other party, which consent shall not be unreasonably withheld. Without limiting , conditioned or delayed; provided, however, that if such compromise or settlement relates only to monetary amounts and provides for the generality full and unconditional release of the foregoingPurchaser Indemnitees from all liability in connection with such claim, it then the Seller may settle such claim without the Purchaser’s consent as long as the Seller pays in full the amount required to settle such Third Party Claim and the settlement of such claim does not contain an admission of wrongdoing on the part of any Purchaser Indemnitee. All claims under Section 9.02 or Section 9.07 other than Third Party Claims shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessgoverned by Section 9.09(b).

Third Party Claims. The obligation of an indemnifying (a) If any third party to ------------------ indemnify another party to this Agreement under shall notify any Party (the provisions of this Article “Indemnified Party”) with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement any matter (including governmental claims for penalties, fines and assessmentsa “Third Party Claim”) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might may give rise to a claim for indemnificationindemnification against any other Party (the “Indemnifying Party”) under this Article 10, which notice then the Indemnified Party shall state the nature and basis of the assertion and the amount thereof, to the extent known, promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the indemnified party Indemnified Party in giving notice notifying any Indemnifying Party shall relieve the indemnifying party of Indemnifying Party from any obligation to indemnify hereunder unless (and then solely to the extent thatextent) the indemnifying party Indemnifying Party thereby is prejudiced by such delayprejudiced. (b) If any action, suit or proceeding (a "Legal Action") is brought Any Indemnifying Party will have the right to defend the Indemnified Party against an indemnified party the Third Party Claim with respect counsel of its choice reasonably satisfactory to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, Indemnified Party so long as (i) if the indemnified party shall have reasonably concluded Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that there are likely to be defenses available to the indemnified party that are different Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or in addition to those available to caused by the indemnifying party; Third Party Claim, (ii) if the indemnifying party fails to provide Indemnifying Party provides the indemnified party Indemnified Party with evidence reasonably acceptable to the indemnified party Indemnified Party that the indemnifying party has sufficient Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligation with respect to the Legal Action; obligations hereunder, (iii) if the Legal Action Third Party Claim involves other than only money damages and seeks injunctive does not seek an injunction or other equitable relief; or , (iv) if a settlement of, or an adverse judgment against with respect to, the indemnified party willThird Party Claim is not, in the good faith opinion judgment of the indemnified partyIndemnified Party, likely to establish a precedential custom or precedent which will be materially practice adverse to the best continuing business interests of its continuing businessthe Indemnified Party, and (v) the indemnifying party shall not be entitled to assume Indemnifying Party conducts the defense of the Legal Action Third Party Claim actively and diligently. (c) So long as the defense shall be handled by the indemnified party. If Indemnifying Party is conducting the defense of the Legal Action is handled by Third Party Claim in accordance with Section 10.05(b) above, (i) the indemnified party under Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the provisions defense of this subsectionthe Third Party Claim, (ii) the indemnifying party shall pay all legal Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and other expenses reasonably incurred by (iii) the indemnified party in conducting such defenseIndemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (d) In the event any Legal Action initiated by a third party and defended by of the indemnifying party conditions in Section 10.05(b) above is or becomes unsatisfied, however, (i) the indemnified party shall have Indemnified Party may defend against, and consent to the right to be represented by advisory counsel entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and accountantsthe Indemnified Party need not consult with, at its own expenseor obtain any consent from, any Indemnifying Party in connection therewith), (ii) the indemnifying party shall keep Indemnifying Party will reimburse the indemnified party fully informed as to Indemnified Party promptly and periodically for the status costs of such Legal Action at all stages thereofdefending against the Third Party Claim (including reasonable attorneys’ fees and expenses), whether or not the indemnified party is represented by its own counsel, and (iii) the indemnifying party shall make available Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required fullest extent provided in order to ensure the proper and adequate defense of the Legal Actionthis Article 10. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.

Third Party Claims. The obligation of an indemnifying party Promptly after the receipt by any Person entitled to ------------------ indemnify another party indemnification pursuant to this Agreement under Article 6 (the provisions "Indemnified Party") of this Article with respect to claims resulting from notice of the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to a claim or the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party commencement of any assertion of liability Action against such Indemnified Party by a third party which might give rise to (a "Third Party Claim"), such Indemnified Party shall, if a claim for indemnificationwith respect thereto is to be made against any party obligated to provide indemnification pursuant to this Article 6 (the "Indemnifying Party"), which give such Indemnifying Party written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party. The failure to give such notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall not relieve the indemnifying party of any Indemnifying Party from any obligation to indemnify unless (hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have the right, at its option, to defend such claim, at such Indemnifying Party's expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party agrees to reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby and the Indemnifying Party (a) irrevocably acknowledges in writing full responsibility for and agrees to fully indemnify the indemnifying party is prejudiced by such delay. Indemnified Party, and (b) If furnishes satisfactory evidence of the financial ability to indemnify the Indemnified Party. The Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. No Indemnifying Party will consent to the entry of any action, suit judgment or proceeding (a "Legal Action") is brought against an indemnified party enter into any settlement with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim Third Party Claim without the prior written consent of the indemnified partyIndemnified Party, which consent shall will not be unreasonably withheld. Without limiting the generality , provided that such consent shall be granted in connection with any settlement (i) containing a full release of the foregoingIndemnified Party and (ii) in the case of a consent from an Indemnified Party, it shall involves only monetary damages. In the event the Indemnifying Party does not be deemed unreasonable defend or ceases to withhold conduct the defense of such Third Party Claim, (x) the Indemnified Party may defend against, and, consent to the entry of any judgment or enter into any settlement with respect to, such Third Party Claim, (y) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such Third Party Claim, including reasonable attorneys' fees and expenses and (z) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer as a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse result of such Third Party Claim to the best interests of its continuing businessfull extent provided in this Article 6.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by If a third party commences any action or makes any demand against any Indemnified Party for which might give rise such Indemnified Party is entitled to indemnification by any Person (such Person, the “Indemnifying Party”) under Section 7.1 or Section 7.2 (a claim for indemnification“Third-Party Claim”), which notice shall state such Indemnified Party will promptly notify the nature and basis applicable Indemnifying Party in writing of the assertion and the amount thereof, to the extent known, such action or demand; provided, however, that no delay on if the part Indemnified Party assumes the defense of the indemnified party action and fails to provide prompt notice to the applicable Indemnifying Party, such failure shall not limit, in giving notice shall relieve any way, the indemnifying party obligation of the applicable Indemnifying Party to indemnify the Indemnified Party, except to the extent that such failure materially prejudices the ability of the applicable Indemnifying Party to defend the action. The Indemnifying Party, with respect to any Third-Party Claim, may, at its own expense and without limiting its obligation to indemnify unless the Indemnified Party (and then solely i) participate in the defense of such action with counsel reasonably satisfactory to the extent thatIndemnified Party or (ii) assume the indemnifying party is prejudiced by defense of such delay. (b) If action with counsel reasonably acceptable to the Indemnified Party. In any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyevent, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have applicable Indemnifying Party has assumed the defense of any Third-Party Claim, such Legal Action, the defense Indemnifying Party shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party applicable Indemnifying Parties with evidence reasonably acceptable to copies of all notices, pleadings, and other papers filed or served in such action. If the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume Indemnifying Party assumes the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionany such Third-Party Claim, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party Indemnified Party must consent in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as writing to the status entry of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, or compromise in respect thereof (which consent shall not be unreasonably withheld. Without limiting withheld or delayed) that attributes liability to the generality Indemnified Party and if an Indemnified Party does not consent to the settlement or compromise within a reasonable time under the circumstances (which “reasonable time” shall in no event be less than five (5) Business Days following the date on which the Indemnified Party receives a written request for such consent, together with a written instrument setting forth all of the foregoingmaterial terms of such settlement or compromise), it the Indemnifying Party shall not thereafter be deemed unreasonable obligated to withhold consent to a indemnify the Indemnified Party in respect of such Third-Party Claim for any amount in excess of such proposed settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businesscompromise.

Third Party Claims. The obligation Promptly after the receipt by Seller or Buyer of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnificationclaim, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding by any person or entity who is not a party to this Agreement (collectively, an “Action”) which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 5, except to the extent the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a "Legal Action"reasonable time after the giving of such notice by the Indemnified Party, shall: (i) is brought against an indemnified party with respect admit in writing to which the indemnifying party may have an obligation to indemnifyIndemnified Party, the Legal Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action shall be defended by under the indemnifying party and such defense shall include all proceedings and appeals which counsel for terms of this Section 5; (ii) notify the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions Indemnified Party in writing of the previous subsection Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of this Articlesuch Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, until compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the indemnifying party shall have assumed Indemnifying Party so assumes the defense of any such Legal Action, the defense Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be handled by the indemnified party. Furthermoreexpense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (iB) if any relief other than the indemnified party payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have reasonably concluded been advised by its counsel that there are likely to may be one or more legal defenses available to the indemnified party that it which are different from or in addition additional to those available to the indemnifying party; (ii) if Indemnifying Party, and in any such case the indemnifying party fails fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion prior written consent of the indemnified partyIndemnifying Party. No Indemnifying Party shall, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party or any Action unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse release from all liability with respect to the best interests of its continuing businesssuch Action.

Third Party Claims. The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written notice With respect to the indemnifying party of any assertion of liability by a third party Third Party Claims or any audit or administrative or judicial proceeding for which might give rise to an Indemnified Party may have a claim for indemnification, which notice the Indemnifying Party shall state have the nature right, at its expense and basis at its election, to assume control of the assertion negotiation, settlement and defense of the amount thereofThird Party Claim through counsel of its choice, which counsel shall be reasonably acceptable to the extent knownIndemnified Party, so long as (i) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, and (ii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; provided, however, that no delay if the Indemnifying Party is Seller, the Indemnifying Party shall not have the right to assume such control in respect of Third Party Claims (x) asserted directly by or on the part behalf of a Person that is a supplier or customer of the indemnified party in giving notice shall relieve the indemnifying party Business that is not then a supplier or customer of Seller or any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by of its Affiliates as of such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermoredate, (iy) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive seek an injunction or other equitable relief; relief against the Indemnified Party or (ivz) if a judgment against after such time as Seller has indemnified Buyer Indemnified Parties for Buyer Warranty Losses in an aggregate amount equal to the indemnified party will, applicable limitation set forth in the good faith opinion Section 11.2(b)(iii). The election of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party shall not be entitled Indemnifying Party to assume the defense such control shall be made within thirty (30) days of receipt of notice of the Legal Action and Third Party Claim, failing which the defense Indemnifying Party shall be handled by the indemnified partydeemed to have elected not to assume such control. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsectionIndemnifying Party elects to assume such control, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party Indemnified Party shall have the right to be represented informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by advisory the Indemnified Party unless the named parties to any Legal Proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to an actual or potential conflict of interest between them (such as the availability of different defenses), in which case the Indemnifying Party shall bear the reasonable costs and accountantsexpenses of a single counsel to the Indemnified Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim diligently or within a reasonable period of time, subject to Section 11.7(b), the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim. If the Indemnifying Party does not assume or retain control of the negotiation, settlement and defense of a Third Party Claim, the Indemnified Party shall control the negotiation, settlement and defense of such Third Party Claim, but in such case, the Indemnifying Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf at its own sole cost and expense, . (iib) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether Whether or not the indemnified party is represented by its own counselIndemnifying Party assumes control of the negotiation, (iii) settlement or defense of any Third Party Claim, unless such settlement provides for no fault on the indemnifying party shall make available to part of the indemnified partyIndemnified Party and provides for a full release, in customary form, of the Indemnified Party, and its attorneys, accountants and other representatives, all books and records there are no obligations of the indemnifying party relating Indemnified Party under such settlement other than monetary damages or other monetary payments to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended paid for by the indemnifying partyIndemnifying Party, the indemnifying party Indemnifying Party shall not make settle any settlement of any claim Third Party Claim without the written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting Notwithstanding anything herein to the generality contrary, if (i) the Indemnifying Party does not assume or retain control of the foregoingnegotiation, it settlement and defense of a Third Party Claim and (ii) either of clauses (x) or (y) of the proviso set forth in the first sentence of Section 11.7(a) applies, the Indemnified Party shall not settle any Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be deemed unreasonable unreasonably withheld, conditioned or delayed. (c) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to withhold consent to a settlement involving injunctive or Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessadvised with respect thereto.

Third Party Claims. The obligation In the case of an indemnifying party to ------------------ indemnify another party to this Agreement under a Third Party Claim, the provisions in the following paragraphs of this Article with respect to claims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions:Section apply. (a) The indemnified party Each Party shall give prompt written notice have the right, at its expense, to participate in but not control the negotiation, settlement or defence of the Third Party Claim, which control shall rest at all times with the Indemnified Party, unless the such Party: (i) irrevocably acknowledges in writing complete responsibility for, and agrees to indemnify the Indemnified Party in respect of, the Third Party Claim; and (ii) furnishes evidence to the indemnifying party of any assertion of liability by a third party Indemnified Party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, is satisfactory to the extent known, provided, however, that no delay on the part Indemnified Party of the indemnified party in giving notice shall relieve the indemnifying party of any obligation its financial ability to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by Indemnified Party; in which case such delayParty may assume such control at its expense through counsel of its choice. (b) If a Party elects to assume control as contemplated in subsection 9.7(a), such Party shall reimburse the Indemnified Party for all of the Indemnified Party's out- of-pocket expenses (including solicitor's fees and expenses on a solicitor and its own client basis) incurred as a result of such participation or assumption. The Indemnified Party shall continue to have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel (on a solicitor and its own client basis) shall be paid by the Indemnified Party unless the other Party consents to the retention of such counsel at its expense or unless the named parties to any action, suit action or proceeding include both the Party and the Indemnified Party and a representation of both the Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), in which case the fees and disbursements of such counsel (on a "Legal Action"solicitor and its own client basis) is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended paid by the indemnifying party Corporation. The Indemnified Party shall co-operate with the other Party so as to permit such Party to conduct such negotiation, settlement and defence and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow such defense shall include Party access on reasonable notice to inspect and take copies of all proceedings such documents and appeals which counsel for require its personnel to provide such statements as such Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the indemnified party shall reasonably deem appropriateThird Party Claim. (c) Notwithstanding the provisions If, having elected to assume control of the previous subsection negotiation, settlement or defence of this Articlethe Third Party Claim, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party Party thereafter fails to provide conduct such negotiation, settlement or defence with reasonable diligence, then the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnified Party shall not be entitled to assume the defense of the Legal Action such control and the defense such Party shall be handled bound by the indemnified party. If the defense of the Legal Action is handled results obtained by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting Indemnified Party with respect to such defenseThird Party Claim. (d) In If a Party fails to assume control of the defence of any Legal Action initiated by a third party and defended by Third Party Claim, the indemnifying party (i) the indemnified party Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed and such Party shall be represented bound by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep results obtained by the indemnified party fully informed as Indemnified Party with respect to the status of such Legal Action at all stages thereof, whether Third Party Claim. Whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified party, and its attorneys, accountants and other representatives, all books and records a Party assumes control of the indemnifying party relating to negotiation, settlement or defence of any Third Party Claim, such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party Party shall not make settle any settlement of any claim Third Party Claim without the written consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive withheld or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing businessdelayed.

Third Party Claims. The obligation If any demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the “Claim”) is brought against an indemnifying Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the “Indemnifying Party”), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party pursuant to ------------------ indemnify another party to Paragraph “C” of Article “24” of this Agreement under which notice shall contain a reasonably thorough description of the provisions nature and amount of this the Claim (the “Claim Notice”). The Indemnifying Party shall have the option to undertake, conduct and control the defense of such claim or demand. Such option to undertake, conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the Claim Notice pursuant to Paragraph “C” of Article with respect to claims resulting from the assertion “24” of liability by Persons not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: (a) The indemnified party shall give prompt written such notice to control the indemnifying party of any assertion of liability by a third party which might give rise defense is hereinafter referred to a claim for indemnification, which notice shall state as the nature and basis “Defense Notice”). The failure of the assertion and Indemnified Party to notify the amount thereof, Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article “21” of this Agreement except to the extent knownthat such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense (it being understood that the Indemnifying Party shall be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “24” of this Agreement, then the Indemnified Party shall be entitled to undertake, conduct and control the defense of the Claim (a failure by the Indemnifying Party to send the Defense Notice to the Indemnified Party within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “24” of this Agreement shall be deemed to be an election by the Indemnifying Party not to control the defense of the Claim); provided, however, that no delay on the part Indemnifying Party shall be entitled, if it so desires, to participate therein (it being understood that in such circumstances, the Indemnified Party shall be entitled to control the defense). Regardless of which party has undertaken to defend any claim, the Indemnifying Party may, without the prior written consent of the indemnified party Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in giving notice the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent of the Indemnified Party shall relieve be a condition to any such settlement. Notwithstanding the indemnifying party foregoing provisions of any obligation to indemnify unless (and then solely this Article “21” of this Agreement, as a condition to the extent that) Indemnifying Party either having the indemnifying party is prejudiced by such delay. (b) If any actionright to defend the Claim, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnifyhaving control over settlement as indicated in this Article “21” of this Agreement, the Legal Action Indemnifying Party shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions of the previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if the indemnified party shall have reasonably concluded that there are likely to be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party willexecute an agreement, in the good faith opinion form annexed hereto and made a part hereof as Exhibit “H”, acknowledging its liability for indemnification pursuant to this Article “21” of this Agreement. Whether the indemnified party, establish a custom or precedent which will be materially adverse to the best interests of its continuing business, the indemnifying party Indemnifying Party shall not be entitled to control and assume the defense of the Legal Action and Claim or only participate in the defense shall be handled by the indemnified party. If the defense or settlement of the Legal Action is handled by the indemnified party under the provisions of this subsectionClaim, the indemnifying party Indemnified Party shall pay give the Indemnifying Party and its counsel access, during normal business hours, to all legal relevant business records and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (i) the indemnified party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) the indemnifying party shall keep the indemnified party fully informed as to the status of such Legal Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (iii) the indemnifying party shall make available to the indemnified partydocuments, and shall permit them to consult with its attorneys, accountants employees and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Actioncounsel. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees or business, or relief which the indemnified party reasonably believes could establish a custom or precedent which will be adverse to the best interests of its continuing business.