Common use of Third Party Claims Clause in Contracts

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror becomes aware of a third-The party Action which constitutes a matter for which either (a) an Indemnified Person is to this Agreement entitled to indemnification under this Section 7.2 or 10 (hereinafter for purposes of this Section 7.3 or 10 referred to as “Indemnitee”) shall notify the party required to indemnify pursuant to this Section 10 (bhereinafter for purposes of this Section 10 referred to as “Indemnitor”) if determined adversely to Acquiror or within 15 days after the Indemnitee’s receipt of notice from any other Indemnified Person, would provide a basis for a claim for indemnification under third party of any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”)demand, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle suit or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications proceeding with respect to any Third Party Claim to which indemnification may be sought under the extent that receipt terms of such documents does not affect any privilege relating to any Indemnified Person and this Agreement. Indemnitor shall be entitled, at its expense, to participate incontest or otherwise defend against any such claim, but not demand, suit or proceeding through representatives and counsel of its own choice, in which event Indemnitee shall, upon Indemnitor’s request, cooperate in connection with such defense or contest by the preparation and furnishing of evidence and by making employees available to determine testify, at no cost to Indemnitor except for the reimbursement of costs and expenses incurred by Indemnitee in connection therewith. Nothing set forth herein shall preclude Indemnitee from defending such claim, demand, suit or conductproceeding on its own behalf, in which case Indemnitor shall cooperate with Indemnitee to the same extent contemplated by the foregoing sentence. If Indemnitor fails to protest or defend any defense such claim, demand, suit or proceeding within 30 days after receipt of the Third Party Claim or settlement negotiations with respect to notice specified in the Third Party Claim. Howeverfirst sentence of this Section 10.5, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent Indemnitee shall have objected within fifteen (15) days after a written request for the right following such consent by Acquiror30-day period, at its discretion, to settle, defend or pay the same, in which event Indemnitor’s indemnification shall extend to and include the amount paid in the of such settlement or resolution payment and/or the costs and legal expenses of such defense. The failure to notify Indemnitor promptly as set forth above of any such claim to the third-party claimant claim, demand, suit or proceeding shall not be determinative of the existence of or amount of Indemnifiable Damages relating relieve Indemnitor’s liability to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object indemnify Indemnitee under this Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution10.

Third Party Claims. In the event that Acquiror becomes aware case of any third party Proceeding as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 20 Business Days after receipt of a third-party Action which constitutes a matter Claim Notice to notify the Indemnitee that it elects to conduct and control such Proceeding. If the Indemnitor elects to conduct and control such Proceeding, the Indemnitor shall agree promptly to reimburse the Indemnitee for which either (a) an Indemnified Person is entitled the full amount of any Damages resulting from such Proceeding, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Proceeding by the Indemnitor. If the Indemnitor does not give the foregoing notice, or if the Indemnitor gives such notice but fails to indemnification under Section 7.2 prosecute vigorously and diligently or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Personsettle such Proceeding, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitee shall have the right right, at the sole expense of the Indemnitor, to defend, conduct, control and settle such Proceeding, and the Indemnitor shall cooperate with the Indemnitee in its sole discretion connection therewith, provided, that (x) the Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the defense of Indemnitor, but the fees and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitledborne by the Indemnitor, at its expense, to participate in, but and (y) the Indemnitee may not to determine compromise or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with settle such Proceeding without the consent of the Sellers’ Agent, Indemnitor (which shall consent will not be unreasonably withheldwithheld or delayed), delayed or conditionedunless (i) the sole relief provided is monetary Damages, and which shall be deemed to have been given unless (ii) such settlement includes an unconditional release in favor of the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent Indemnitor by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant from all liability with respect to such claim (other than liability for payment of any amounts in connection with such settlement). If the Indemnitor gives the foregoing notice, subject to the first and second sentences of this Section 8.5, the Indemnitor shall not be determinative have the right, at the sole expense of the existence of Indemnitor, to defend, conduct, control and settle such Proceeding by all appropriate proceedings (which proceedings will be vigorously and diligently prosecuted by the Indemnitor to a final conclusion or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant settlement), with counsel reasonably acceptable to the preceding sentence) to any such settlement or resolutionIndemnitee, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to appealparticipate in such conduct or settlement through counsel chosen by the Indemnitee, and neither but the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel shall be borne by the Indemnitee, experts and other professionals(y) by the Indemnitor may not compromise or on behalf settle any such Proceeding without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any Indemnified Person against violation of Law by the Indemnity Escrow Shares Indemnitee or directly against any violation by the Indemnitee of the rights of any Person, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or settlement and (iv) such Sellers settlement includes an unconditional release in favor of the Indemnitee by the third-party claimant from all liability with respect to such settlement claim. In the case of any third party Proceeding as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Proceeding. The parties hereto shall use their commercially reasonable efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolution.otherwise dealing with such claims, notwithstanding any dispute as to liability under this Article VIII

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a third-party Action claim which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for Acquirer in good faith believes may result in a claim for indemnification under any this Article 8 by or on behalf of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claiman Indemnified Person, a “Third Party Claim”), Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer may seek indemnification pursuant to a claim made hereunder). The Sellers’ Agent Parent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the Sellers’ AgentParent, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent Parent shall have objected within fifteen (15) 15 days after a written request for such consent by AcquirorAcquirer, the amount paid in the no settlement or resolution by Acquirer of any such claim that gives rise to a claim against the third-party claimant Escrow Fund by or on behalf of an Indemnified Person shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent Parent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent Parent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) 8.5 or any other provision of this Article VII 8 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares Fund or directly against such Sellers otherwise for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror becomes aware of If any action is brought by a third-third party Action against any Indemnitee with respect to which constitutes a matter for which either (a) an Indemnified Person such Indemnitee is entitled to indemnification under hereunder and notice of such action to the Indemnitor has been given pursuant to Section 7.2 or Section 7.3 or (b) if determined adversely 5.3.1, the Indemnitor will be entitled to Acquiror or any other Indemnified Personparticipate therein, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each and to the extent it may elect by written notice delivered to the Indemnitee within thirty days after receiving the aforesaid notice from such claimIndemnitee, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct assume the defense of and thereof with counsel reasonably satisfactory to settle or resolve such Indemnitee. Such Indemnitee will cooperate with respect to any such Third Party Claimparticipation or defense. The Sellers’ Agent shall Notwithstanding the foregoing, the Indemnitee will have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at employ its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid own counsel in the settlement or resolution of any such claim to case but the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel will be at the expense of such Indemnitee, experts and other professionalsunless (a) the employment of such counsel at the expense of the Indemnitor shall have been authorized in writing by the Indemnitor, (b) the Indemnitor shall not have employed counsel reasonably satisfactory to such Indemnitee to have charge of the defense of such action within thirty days after notice of commencement of the action, or (c) such Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be defenses available to it that are different from or additional to those available to the Indemnitor (in which case the Indemnitor will not have the right to direct the defense of such action on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Indemnitee with respect to such different defenses), in any of which events such fees and expenses of one additional counsel will be borne by the Indemnitor. Notwithstanding anything in this Section 5 to the contrary, an Indemnitor will not be liable for any settlement of any claim or resolutionaction effected without its written consent; provided, however, that such consent is not unreasonably withheld. Upon payment of indemnification by the Indemnitor, the Indemnitee, if requested in writing by the Indemnitor, will assign to Indemnitor its rights against any applicable account debtor or other responsible person to the extent of the indemnification payment.

Third Party Claims. In Promptly after the event that Acquiror becomes aware assertion by any third party of a third-party Action which constitutes a matter any claim against any Indemnitee that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Damages for which either (a) an Indemnified Person is such indemnitee would be entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely pursuant to Acquiror or any other Indemnified Personthis Agreement, would provide a basis for a claim for such Indemnitee shall deliver to the Indemnitor from whom such indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each could be sought an Officer's Certificate with respect to such claim, a “Third Party Claim”)and such Indemnitor may, Acquiror shall have the right in at its sole discretion to conduct option, assume and control the defense (including any settlement thereof) of the Indemnitee against such claim. Any Indemnitee shall receive notice of the status, any current developments and to settle management of the claims, and prior written notice of any proposed settlement or resolve any conclusion of such Third Party Claim. The Sellers’ Agent claim, and shall have the right to receive copies of all pleadingsemploy separate counsel in any such action or claim and to participate in the defense thereof, notices but the fees and communications with respect to any Third Party Claim to the extent that receipt expenses of such documents does counsel shall not affect any privilege relating to any Indemnified Person and be an expense of the Indemnitor unless (i) the Indemnitor shall be entitledhave failed, at its expensewithin a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to participate in, but not to determine or conduct, any assume the defense of such claim, or (ii) the Third Party Claim employment of such counsel has been specifically authorized by the Indemnitor. If there is a final judgment against an Indemnitee under this Agreement in any such action, or if there is a settlement negotiations with respect to the Third Party Claim. However, except of any such action effected with the consent of the Sellers’ Agentsuch Indemnitor, which shall not be unreasonably withheldsuch Indemnitor shall, delayed or conditionedsubject, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution case of any such claim claims for indemnification against the Seller, to the third-party claimant shall not be determinative provisions of Section 4.1, and, in the existence case of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant claims for indemnification against Buyer, to the preceding sentence) to provisions of Section 4.2, indemnify and hold harmless each Indemnitee from and against any Damages by reason of such settlement judgment or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionsettlement.

Third Party Claims. In Promptly after the event that Acquiror becomes aware assertion by any third party of any claim against any Indemnitee (a third“Third-party Action which constitutes a matter Party Claim”) that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Purchaser Damages for which either (a) an Indemnified Person is such Indemnitee would be entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely pursuant to Acquiror or any other Indemnified Personthis Agreement, would provide such Indemnitee shall deliver to Seller a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each written notice describing in reasonable detail such claim, a “Third Third-Party Claim”); provided, Acquiror however, that no delay on the part of the Indemnitee in notifying Seller shall relieve Seller of any liability or obligations hereunder, except to the extent that Seller has been prejudiced thereby, and then only to such extent. Seller shall have the right right, but not the obligation, exercisable in its sole discretion by written notice to conduct the Indemnitee within thirty (30) days of receipt of notice from the Indemnitee of the commencement of or assertion of any Third-Party Claim, to assume the defense and control the settlement of and to settle or resolve any such Third Third-Party Claim. The Sellers’ Agent Indemnitee shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does participate in (but not affect any privilege relating to any Indemnified Person and shall be entitledcontrol), at its own expense, to participate in, but not to determine or conduct, the defense and settlement of any defense of the Third Party Claim or settlement negotiations with respect to the Third Third-Party Claim. HoweverIf Seller does not elect to undertake and conduct the defense of a Third-Party Claim, except with the Indemnitee shall undertake the defense of such Third-Party Claim. In the event Seller has assumed the defense of any Third-Party Claim, Seller shall not consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the Sellers’ Agent, Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionjudgment relates solely to monetary damages and provides for a complete release of the Indemnitee, in which case, no such consent or deemed consent shall be final required. The Indemnitee shall have the right to settle, or consent to the entry of any judgment arising from, any Third-Party Claim for which Seller has not assumed the defense. Whether or not Seller elects to defend or prosecute any Third-Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof and binding on the Sellers’ Agent shall furnish such records, information and the Sellers for all purposes hereunder and not subject to appealtestimony, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation attend such conferences, discovery proceedings, hearings, trials and defense and reasonable fees and expenses of lawyersappeals, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionas may be reasonably requested in connection therewith.

Third Party Claims. In the event that Acquiror the Purchaser becomes aware of a third-party Action claim which constitutes the Purchaser believes may result in a matter for which either (a) claim against the Purchaser by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Sellers’ Agent Seller shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the Sellers’ AgentSeller, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent Seller shall have objected within fifteen thirty (1530) days after a written request for such consent by Acquirorthe Purchaser, the amount paid in the no settlement or resolution of any such claim to the with any third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent Seller has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent the Seller shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) 7.4 or any other provision of this Article VII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a third-party Action claim which constitutes a matter for which either (a) Acquirer in good faith believes may result in an Indemnified Person is entitled to indemnification under Section 7.2 indemnity claim by or Section 7.3 or (b) if determined adversely to Acquiror or any other on behalf of an Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer may seek indemnification pursuant to a claim made hereunder). The SellersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the SellersStockholders’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which consent shall be deemed to have been given unless the SellersStockholders’ Agent shall have objected within fifteen (15) 30 days after a written request for such consent by AcquirorAcquirer, the amount paid in the no settlement or resolution by Acquirer of any such claim that gives rise to the third-party claimant a indemnity claim by or on behalf of an Indemnified Person shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the SellersStockholders’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersStockholders’ Agent nor the Sellers any Converting Holder shall have any power or authority to object under Section 7.7(b) 8.4 or any other provision of this Article VII ARTICLE 8 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Holdback Amount for indemnity with respect to such settlement or resolution.

Third Party Claims. In If any claim is made by a third party (including governmental authorities) against the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled Buyer or the Company that, if sustained, would give rise to indemnification under Section 7.2 according to this Agreement, the Buyer shall promptly (and in any event within twenty (20) Business Days) notify the Seller of the claim. The Buyer shall, or Section 7.3 shall cause the Company to, oppose such third party claim and the Seller shall use its reasonable best efforts to assist in the defence of the claim. The Buyer shall not accept or (b) if determined adversely settle such third party claim without the prior written consent of the Seller, which consent shall not unreasonably be withheld or delayed. Subject to Acquiror or any other Indemnified Person, would provide the Seller unconditionally accepting its liability for indemnifying the Buyer against a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such third party claim, a “Third Party Claim”)the Buyer shall, Acquiror or shall have cause the right in its sole discretion Company to, grant to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have Seller the right to receive copies assume the defence of all pleadingsany such matter involving the asserted liability. If the Seller intends to assume the defence or to settle the claim, notices it shall promptly after having been fully informed and communications documented notify the Buyer of its intention to do so. The Seller shall procure that no such claim is settled without the prior written consent of the Buyer which consent shall not unreasonably be withheld or delayed. The Buyer shall, against adequate compensation, cooperate with respect to the Seller or its counsel in the defence against any Third Party Claim to the extent that receipt of such documents does not affect asserted liability and in any privilege relating to any Indemnified Person and compromise thereof. Such cooperation shall be entitled, at its expense, to participate ininclude, but not to determine be limited to, furnishing the Seller with any books, records or conductinformation reasonably requested by the Seller or its counsel. The Buyer may at any time settle or, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of case the defence was assumed according to preceding paragraph, direct the Seller to settle any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event asserted liability, provided that the Sellers’ Agent has consented (or is deemed to have consented pursuant to Buyer at the preceding sentence) to same time waives any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers right for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionindemnification.

Third Party Claims. In Within fifteen (15) Business Days after an Indemnitee receives written notice of any third party claim or the event commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article VII, notify such Indemnitor in writing in reasonable detail of such claim or action and include with such notice copies of all notices and documents (including court papers) served on or received by the Indemnitee from such third party. Upon receipt of such notice, the Indemnitor shall be entitled to participate in such claim or action, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, and to settle or compromise such claim or action, provided that Acquiror becomes aware such settlement or compromise shall be effected only with the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, if (i) the settlement is other than for monetary damages, and the remedies, in the Indemnitee’s reasonable judgment, could adversely affect it, or (ii) the Indemnitor has not agreed that the claim with respect thereto is a third-party Action fully indemnifiable claim hereunder, or (iii) the Indemnitee has elected to be represented by separate counsel pursuant to clauses (i)-(iii) in the following sentence. After notice to the Indemnitee of the Indemnitor’s election to assume the defense of such claim or action (which constitutes a matter for which either (a) notice shall include an Indemnified Person acknowledgement that the Indemnitee is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis hereunder for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitor shall have not be liable to the right Indemnitee under this Article VII for any legal or other expenses subsequently incurred by the Indemnitee in its sole discretion to conduct connection with the defense thereof other than reasonable costs of and to settle or resolve any such Third Party Claim. The Sellers’ Agent investigation, unless the Indemnitee employs separate counsel, which it shall have the right to receive copies of all pleadingsdo if either (i) such claim or action involves remedies other than monetary damages and such remedies, notices in the Indemnitee’s reasonable judgment, could adversely affect such Indemnitee, (ii) the Indemnitee may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnitor, or (iii) such claim or action is brought by a Governmental Authority, and communications with respect to in any Third Party Claim to such event the extent that receipt fees and expenses of such documents separate counsel shall be paid by the Indemnitor. If the Indemnitor does not affect any privilege relating elect to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any assume the defense of the Third Party Claim such claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected action within fifteen (15) days after Business Days of the Indemnitee’s delivery of notice of such a claim or action by delivery of a written request for such consent by Acquirornotice assuming control of the defense, the amount paid Indemnitee shall be entitled to assume the defense thereof. Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Article VII, the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such claim or action without the settlement consent of the Indemnitor, which consent shall not be unreasonably withheld or resolution delayed. The Parties hereto agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or action, including making employees available on a mutually convenient basis to the third-party claimant shall not be determinative provide additional information and explanation of the existence of any relevant materials or amount of Indemnifiable Damages to testify at any proceedings relating to such matter. In the event that the Sellers’ Agent has consented (claim or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionaction.

Third Party Claims. In Should any claim be made against Buyer or the event that Acquiror becomes aware of Company by a third-person not a party Action to this Agreement with respect to any matter to which constitutes a matter for which either the indemnity set forth in Section 9(a) relates (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Third-Party Claim”), Acquiror then Buyer shall have promptly give the right in its sole discretion to conduct the defense Stockholder written notice of and to settle or resolve any such Third Third-Party Claim (including all available information regarding the details of the Third-Party Claim). The Sellers’ Agent If the Stockholder acknowledges to Buyer in writing that such Third-Party Claim is subject to the indemnity set forth in Section 9(a), the Stockholder shall have the right to receive copies defend or settle any such Third-Party Claim, at its sole expense, on its own behalf and with counsel of all pleadingsits own choosing, notices which counsel shall be reasonably satisfactory to Buyer. In such defense or settlement of any Third-Party Claim, Buyer shall cooperate with and communications assist the Stockholder as is reasonable and may participate therein with respect its own counsel at its sole expense, and Buyer’s written consent shall be a requirement to any Third Party Claim settlement and disposition thereof, which consent shall not be unreasonably withheld or delayed, provided that in any such settlement or disposition, Buyer shall not be liable for any amounts under such settlement or disposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Company and the Stockholder. If the Stockholder does not notify Buyer within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that the Stockholder intends to undertake the defense thereof, and that such documents does not affect any privilege relating claim is subject to any Indemnified Person the indemnity set forth in Section 9(a), or if after undertaking such defense the Stockholder fails to pursue such defense in a prudent manner, then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholder shall be entitled, at its expense, to participate in, but not to determine indemnify Buyer for the full amount of all Losses paid or conduct, any suffered by Buyer in respect thereof. So long as the Stockholder has given Buyer timely notice that the Stockholder will undertake the defense of the Third Third-Party Claim, and is defending such Third-Party Claim in good faith, Buyer shall not pay or settlement negotiations with respect to settle any such Third-Party Claim without the Third Party Claim. However, except with the written consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionStockholder.

Third Party Claims. In the event that Acquiror becomes aware case of any third party action, suit, claim, litigation, proceeding, arbitration, audit, investigation, or hearing (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, any Governmental Authority (an “Action”) as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 15 business days after receipt of a third-party Claim Notice to notify the Indemnitee that it elects to conduct and control such Action. If the Indemnitor elects to conduct and control such Action, the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Personby the Indemnitor. If the Indemnitor does not give the foregoing notice, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitee shall have the right in its right, at the sole discretion expense of the Indemnitor, to conduct and control such Action, provided, that (x) the defense Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the Indemnitor, but the fees and expenses of such counsel shall be borne by the Indemnitor, and to (y) the Indemnitee may not compromise or settle such Action without the consent of the Indemnitor (which consent will not be unreasonably withheld or resolve delayed), unless (i) there is no finding or admission of any such Third Party Claim. The Sellers’ Agent violation of applicable law by the Indemnitor or any violation by the Indemnitor of the rights of any Person and no effect on any other claims that may be made against the Indemnitor, (ii) the sole relief provided is monetary Damages that are paid in full by the Indemnitee, (iii) the Indemnitor shall have the right to receive copies of all pleadings, notices and communications no liability with respect to any Third Party Claim to the extent that receipt of compromise or settlement and (iv) such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense settlement includes an unconditional release in favor of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent Indemnitor by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall from all liability with respect to such claim, or (v) the claim is solely for other than money Damages which would not be determinative affect the business of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent Indemnitor and the Sellers Indemnitee waives any right to indemnification for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages of the type identified in this clause (including costs v), other than with respect to reimbursement of investigation and defense and the reasonable fees and expenses incurred in the defense of lawyerssuch Action. If the Indemnitor gives the foregoing notice, experts subject to the first and other professionalssecond sentences of this Section 6.5, the Indemnitor shall have the right, at the sole expense of the Indemnitor, to conduct and control such Action with counsel reasonably acceptable to the Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or on behalf settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any Indemnified violation of applicable law by the Indemnitee or any violation by the Indemnitee of the rights of any Person and no effect on any other claims that may be made against the Indemnity Escrow Shares Indemnitee, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or directly against settlement and (iv) such Sellers settlement includes an unconditional release in favor of the Indemnitee by the third-party claimant from all liability with respect to such settlement claim. In the case of any third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their reasonable best efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolutionotherwise dealing with such claims, notwithstanding any dispute as to liability under this Article VI.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a third-party Action claim which constitutes Acquirer believes may result in a matter for which either (a) claim against the Escrow Amount by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror Acquirer shall have the right in its sole discretion to conduct in good faith the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution, including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages. The SellersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expensethe expense of the Indemnifying Holders, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the SellersStockholders’ Agent, which no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter, provided, that, in the case of a claim that is reasonably expected to exceed the amount of the then available Escrow Fund, the consent of the Stockholders’ Agent shall not be unreasonably withheld, conditioned or delayed or conditioned, (and which consent in all cases shall be deemed to have been given unless the SellersStockholders’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matterAcquirer). In the event that the SellersStockholders’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersStockholders’ Agent nor the Sellers Indemnifying Holders shall have any power or authority to object under Section 7.7(b) 8.6 or any other provision of this Article VII VIII to any the amount so consented to with respect to such settlement or resolution of such claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Amount for indemnity with respect to such settlement or resolution.

Third Party Claims. In Promptly after receipt by an indemnified party (an "INDEMNITEE") under Section 12.2 or 12.3 of notice of the event commencement of any Action against it, such Indemnitee will, if a claim is to be made against an indemnifying party (an "INDEMNITOR") under such Section, give notice to the Indemnitor of the commencement of such Action, but the failure to notify the Indemnitor will not relieve the Indemnitor of any liability that Acquiror becomes aware it may have to any Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of a third-party Action which constitutes a matter for which either (a) an Indemnified Person such action is prejudiced by the Indemnitee's failure to give such notice. With respect to any such Action, the Indemnitor will be entitled to indemnification under Section 7.2 or Section 7.3 participate in such Action and, to the extent that it wishes (unless (i) the Indemnitor is also a party to such Action and the Indemnitee determines in good faith that joint representation would be inappropriate, or (bii) if determined adversely the Indemnitor fails to Acquiror provide reasonable assurance to the Indemnitee of its financial capacity to defend such Action and provide indemnification with respect to such Action), to assume the defense of such Action with counsel satisfactory to the Indemnitee and, after notice from the Indemnitor to the Indemnitee of its election to assume the defense of such Action, the Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnitee under this Article 12 for any fees of other counsel or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion expenses with respect to conduct the defense of such Action, in each case subsequently incurred by the Indemnitee in connection with the defense of such Action, other than reasonable costs of investigation. If the Indemnitor assumes the defense of an Action, (i) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and to settle or resolve no effect on any such Third Party Claim. The Sellers’ Agent shall other claims that may be made against the Indemnitor, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (ii) the Indemnitee will have the right to receive copies of all pleadings, notices and communications no liability with respect to any Third Party Claim to the extent that receipt compromise or settlement of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at claims effected without its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, (which shall may not be unreasonably withheld). If notice is given to an Indemnitor of the commencement of any Action and the Indemnitor does not, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) ten days after a written request for the Indemnitee's notice is given, give notice to the Indemnitee of its election to assume the defense of such consent by AcquirorAction, the amount paid Indemnitor will be bound by any determination made in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) Action or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerscompromise or settlement effected by the Indemnitee. Notwithstanding the foregoing, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.if an Indemnitee determines in good faith that there

Third Party Claims. In the event that Acquiror becomes aware of If any action is brought by a third-third party Action against any Indemnitee with respect to which constitutes a matter for which either (a) an Indemnified Person such Indemnitee is entitled to indemnification under hereunder and notice of such action to the Indemnitor has been given pursuant to Section 7.2 or Section 7.3 or (b) if determined adversely 10.3.1, the Indemnitor will be entitled to Acquiror or any other Indemnified Personparticipate therein, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each and to the extent it may elect by written notice delivered to the Indemnitee within thirty days after receiving the aforesaid notice from such claimIndemnitee, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct assume the defense of and thereof with counsel reasonably satisfactory to settle or resolve such Indemnitee. Such Indemnitee shall cooperate with respect to any such Third Party Claimparticipation or defense. The Sellers’ Agent Notwithstanding the foregoing, the Indemnitee shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at employ its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid own counsel in the settlement or resolution of any such claim to case but the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel shall be at the expense of such Indemnitee, experts and other professionalsunless (i) the employment of such counsel at the expense of the Indemnitor shall have been authorized in writing by the Indemnitor, or (ii) the Indemnitor shall not have employed counsel reasonably satisfactory to such Indemnitee to have charge of the defense of such action within thirty days after notice of commencement of the action, or (iii) such Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be defenses available to it which are different from or additional to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Indemnitee with respect to such different defenses), in any of which events such fees and expenses of one additional counsel shall be borne by the Indemnitor. Notwithstanding anything in this Section 10 to the contrary, an Indemnitor shall not be liable for any settlement of any claim or resolutionaction effected without its written consent; provided, however, that such consent is not unreasonably withheld. Upon payment of indemnification by the Indemnitor, the Indemnitee, if requested in writing by the Indemnitor, will assign to Indemnitor its rights against any applicable account debtor or other responsible person to the extent of the indemnification payment.

Third Party Claims. In the event that Acquiror becomes aware case of any third party Action as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 10 Business Days after receipt of a third-party Claim Notice to notify the Indemnitee that it elects to conduct and control such Action. If the Indemnitor elects to conduct and control such Action, the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Action which constitutes a matter for which either (a) an Indemnified Person is entitled by the Indemnitor. If the Indemnitor does not give the foregoing notice, or if the Indemnitor gives such notice but fails to indemnification under Section 7.2 prosecute vigorously and diligently or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Personsettle such Action, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitee shall have the right right, at the sole expense of the Indemnitor, to defend, conduct, control and settle such Action, and the Indemnitor shall cooperate with the Indemnitee in its sole discretion connection therewith, provided, that (x) the Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the defense of Indemnitor, but the fees and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitledborne by the Indemnitor, at its expense, to participate in, but and (y) the Indemnitee may not to determine compromise or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with settle such Action without the consent of the Sellers’ Agent, Indemnitor (which shall consent will not be unreasonably withheldwithheld or delayed), delayed or conditionedunless (i) the sole relief provided is monetary Damages, and which shall be deemed to have been given unless (ii) such settlement includes an unconditional release in favor of the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent Indemnitor by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant from all liability with respect to such claim (other than liability for payment of any amounts in connection with such settlement). If the Indemnitor gives the foregoing notice, subject to the first and second sentences of this Section 9.8, the Indemnitor shall not be determinative have the right, at the sole expense of the existence of Indemnitor, to defend, conduct, control and settle such Action by all appropriate proceedings (which proceedings will be vigorously and diligently prosecuted by the Indemnitor to a final conclusion or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant settlement), with counsel reasonably acceptable to the preceding sentence) to any such settlement or resolutionIndemnitee, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to appealparticipate in such conduct or settlement through counsel chosen by the Indemnitee, and neither but the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel shall be borne by the Indemnitee, experts and other professionals(y) by the Indemnitor may not compromise or on behalf settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any Indemnified Person against violation of Law by the Indemnity Escrow Shares Indemnitee or directly against any violation by the Indemnitee of the rights of any Person, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or settlement and (iv) such Sellers settlement includes an unconditional release in favor of the Indemnitee by the third-party claimant from all liability with respect to such settlement claim. In the case of any third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their commercially reasonable efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolutionotherwise dealing with such claims, notwithstanding any dispute as to liability under this Article IX.

Third Party Claims. In If a party (the event that Acquiror becomes aware "Indemnitee") receives notice of a third-any claim or the commencement of any action or proceeding with respect to which the other party Action which constitutes a matter for which is obligated to provide indemnification (the "Indemnitor") pursuant to either (a) an Indemnified Person is entitled to indemnification under Section 7.2 12.1 or Section 7.3 or 12.2 of this Agreement, Indemnitee shall give Indemnitor notice thereof within thirty (b30) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any days after receiving written notice of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for prior to the date on which an answer or reply, if any, to such claim is due, whichever is earlier. The failure to provide notice as provided in this Section 12.3 shall not excuse Indemnitor from its continuing obligations hereunder, however Indemnitee's claim shall be reduced by the damage, if any, to Indemnitor resulting from Indemnitee's delay or failure to provide the notice described in this Section. Subject to the other terms of this Section 12.3, if Indemnitor acknowledges to Indemnitee in writing Indemnitor's obligation fully to indemnify Indemnitee with respect thereto, Indemnitor may compromise or defend, at Indemnitor's own expense and by Indemnitor's own counsel, any such matter involving the asserted liability of Indemnitee. In connection therewith: (a) Indemnitee agrees to consent to any compromise or settlement proposed by AcquirorIndemnitor where (i) the compromise or settlement involves only monetary damages and (ii) Indemnitor agrees to pay the full amount of such monetary damages and reasonably demonstrates that it has the ability to pay such amount; and (b) Indemnitor agrees to consent to any compromise or settlement proposed by Indemnitee where either (i) the compromise or settlement results in no Indemnifiable Losses to Indemnitee that are required to be indemnified by Indemnitor or (ii) Indemnitee agrees to bear any and all Indemnifiable Losses. In any event, the amount paid both parties shall cooperate in the settlement compromise of, or resolution of defense against, any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appealasserted liability, and neither each of them may participate in the Sellers’ Agent nor the Sellers shall have any power defense of such asserted liability. Indemnitee may not settle or authority to object under Section 7.7(b) or any other provision of this Article VII to compromise any claim for Indemnifiable Damages (including costs over the objection of investigation and defense and reasonable fees and expenses of lawyersIndemnitor if Indemnitor has acknowledged to Indemnitee, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers in writing, Indemnitor's obligation fully to indemnify Indemnitee with respect to such claim, except that Indemnitee may settle any claim with respect to which it waives its indemnification rights under this Agreement. Indemnitor may not settle or compromise any claim over the objection of Indemnitee if such settlement or resolutioncompromise would impose any liability or obligation (including, but not limited to, the requirement to take or refrain from taking any action) on such Indemnitee or any of its officers, directors, employees or Affiliates. If Indemnitor chooses to defend any claim, Indemnitee shall make available to Indemnitor, at Indemnitor's expense, any books, records or other documents or personnel within its control that are necessary or appropriate for such defense.

Third Party Claims. An Indemnitee shall give the Indemnitor notice of any matter which an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (an “Indemnified Claim”) within sixty (60) days of such determination, stating the amount of the Losses, if known, the method of computation thereof, and containing a reference to the provisions of this Agreement from which such right of indemnification is claimed or arises. If the Indemnitor acknowledges in writing that its obligation to indemnify the Indemnitee hereunder against any Losses that may result from such Indemnified Claim, then the Indemnitor shall be entitled to assume and control the defense of such Indemnified Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitee within five (5) days of the receipt of such notice from the Indemnitee. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have Indemnitor exercises the right to receive copies of all pleadingsundertake any such defense against any such Indemnified Claim as provided above, notices the Indemnitee shall cooperate with the Indemnitor in such defense and communications with respect to any Third Party Claim make available to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledIndemnitor, at its the Indemnitor’s expense, to participate inall witnesses, but not to determine pertinent records, materials and information in the Indemnitee’s possession or conductunder the Indemnitee's control relating thereto as is reasonably required by the Indemnitor. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Indemnified Claim, the Indemnitor shall cooperate with the Indemnitee in such defense of the Third Party Claim or settlement negotiations with respect and make available to the Third Party ClaimIndemnitee, at the Indemnitor’s expense, all such witnesses, records, materials and information in the Indemnitor’s possession or under the Indemnitor's control relating thereto as is reasonably required by the Indemnitee. However, except with No such Indemnified Claim may be settled by the Indemnitor without the prior written consent of the Sellers’ Agent, Indemnitee which shall not be unreasonably withheld. If the Indemnitor fails to acknowledge its indemnity obligation within the time period provided above then the Indemnitee may undertake its own defense without waiving its right to seek indemnity hereunder, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution including reimbursement of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including defense costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionincurred.

Third Party Claims. In If any Indemnitee receives notice of the event assertion of any claim or of the commencement of any action or proceeding by any entity that Acquiror becomes aware of is not either a third-party Action which constitutes FairPoint Indemnitee or a matter for which either Supplier Indemnitee (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claimeach, a “"Third Party Claim”)") against such Indemnitee, Acquiror shall have with respect to which an Indemnitor is obligated to provide indemnification under this Agreement, the right Indemnitee will give such Indemnitor prompt written notice thereof, but in its sole discretion to conduct the defense any event not later than ten calendar days after receipt of and to settle or resolve any notice of such Third Party Claim, provided, however, that the failure of an Indemnitee to notify the Indemnitor within the time period set forth herein shall only relieve the Indemnitor from its obligation to indemnify to the extent that the Indemnitor is materially prejudiced by such failure or delay (whether as a result of the forfeiture of substantive rights or defenses or otherwise). The Sellers’ Agent Upon receipt of notification of a Third Party Claim, the Indemnitor shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof at such Indemnitor's expense with counsel reasonably satisfactory to the Indemnitee, provided that the Indemnitor shall not have the right to assume the defense of any Third Party Claim in the event such Third Party Claim is primarily for injunctive relief or criminal penalty of the Indemnitee, and in any such case, the reasonable fees and expenses of counsel to the Indemnitee in connection with such Third Party Claim shall be considered "Losses" for purposes of this Agreement. Whether or not the Indemnitor elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to receive copies employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of all pleadingssuch separate counsel unless (1) the employment of such separate counsel has been specifically authorized in writing by the Indemnitor; (2) the Indemnitor has failed to assume the defense of such Third Party Claim within 20 calendar days after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee; or (3) the named parties to the proceeding in which such claim, notices demand, action or cause of action has been asserted include both the Indemnitor and communications such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more good faith defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnitor or that the Indemnitor and Indemnitee have actual material conflicting interests with respect to such claim, demand, action or cause of action. Notwithstanding the foregoing, the Indemnitor shall not be liable for the fees and disbursements of more than one counsel for all Indemnitees in connection with any Third Party Claim to one proceeding or any similar or related proceedings arising from the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine same general allegations or conduct, any defense of circumstances. Without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior written consent of the Sellers’ Agentan Indemnitee, which shall not be unreasonably withheldwithheld or delayed, delayed the Indemnitor will not enter into any settlement of or conditionedconsent to the entry of judgment in connection with any Third Party Claim that (i) would lead to liability or create any financial or other obligation on the part of the Indemnitee, (ii) does not contain, as an unconditional term thereof, the release of the Indemnitee from all liability in respect of such Third Party Claim or such Third Party Claim is not dismissed against the Indemnitee with prejudice and without the imposition of any financial or other obligation on the Indemnitee or (iii) admits the liability or fault of the Indemnitee (the "Settlement Requirements"). If a settlement offer solely for money damages (and otherwise satisfying the Settlement Requirements) is made to resolve a Third Party Claim and the Indemnitor notifies the Indemnitee in writing of the Indemnitor's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee and if the Indemnitee fails to consent to such settlement offer within ten calendar days after its receipt of such notice, Indemnitee may continue to contest such claim, free of any participation by the Indemnitor, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers ultimate liability with respect to such Third Party Claim that the Indemnitor has an obligation to pay hereunder shall be limited to the lesser of (x) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such Third Party Claim through the date of its rejection of the settlement offer or resolution(y) the aggregate Losses of the Indemnitee with respect to such claim. The party controlling any defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider in good faith all reasonable recommendations made by the other party with respect thereto.

Third Party Claims. In the event that Acquiror becomes aware If any claim for indemnification by Indemnitee arises out of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification monetary damages by a person other than Indemnitee in which Indemnitor acknowledges its absolute liability to indemnify Indemnitee under any of clauses (a) through (j) of this Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim12, a “Third Party Claim”)Indemnitor may, Acquiror shall have the right in its sole discretion by written notice to Indemnitee, undertake to conduct any proceedings or negotiations in connection therewith as necessary to defend Indemnitee and take all other steps or proceedings to settle or defeat any such claims or to employ counsel to contest any such claims; provided, however, that Indemnitor shall reasonably consider the advice of Indemnitee as to the defense of such claims, and to settle or resolve any such Third Party Claim. The Sellers’ Agent Indemnitee shall have the right to receive copies participate, at its own expense, in such defense, but control of such litigation and settlement shall remain exclusively with Indemnitor. Indemnitee shall provide all pleadingsreasonable cooperation in connection with any such defense by Indemnitor. Counsel and auditor fees, notices filing fees, and communications court costs in all proceedings, contests, or lawsuits with respect to any Third Party Claim such claim or asserted liability shall be borne by Indemnitor. If any such claim is made hereunder and Indemnitor does not elect to undertake the defense thereof by written notice to Indemnitee, or does not acknowledge in such written notice its absolute liability to indemnify Indemnitee under this Section 12, Indemnitee shall be entitled to control such litigation and settlement and shall be entitled to indemnity with respect thereto pursuant to the terms of this Section 12, including, without limitation, reasonable attorneys' fees and costs. To the extent that Indemnitor undertakes the defense of such claim by written notice to Indemnitee and diligently pursues such defense at its expense, Indemnitee shall be entitled to indemnification hereunder only to the extent that receipt such defense is unsuccessful as determined by a final judgment of such documents does not affect any privilege relating to any Indemnified Person and shall be entitleda court of competent jurisdiction, at its expense, to participate in, but not to determine or conduct, any defense by written acknowledgment of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionparties.

Third Party Claims. In the event that Acquiror If Newco becomes aware of a third-claim of a third party Action which constitutes (including for all purposes of this Section 6.4, any Governmental Authority) that Newco believes, in good faith, may result in a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror claim by it or any other Indemnified PersonNewco Indemnitee against ST, would provide a basis for a Newco shall notify ST of such claim for indemnification under as promptly as practicable; provided, that any failure to so notify ST shall not relieve ST of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each its obligations hereunder, except to the extent such claim, a “Third Party Claim”), Acquiror failure shall have materially adversely prejudiced ST. ST shall have the right in its sole discretion right, but not the duty, to assume and conduct the defense of such claim at its expense; provided, however, that ST may not assume control of the defense of a suit or proceeding involving criminal liability. ST shall conduct such defense in a commercially reasonable manner, and shall be authorized to settle or resolve any such Third Party Claim. The Sellers’ Agent claim without the consent of Newco, provided, however, that: (a) ST shall not be authorized to encumber any assets of Newco or agree to any restriction that would apply to Newco or the conduct of Newco’s business; (b) ST shall have the right paid or caused to receive copies be paid any amounts arising out of all pleadings, notices such settlement; (c) a condition to any such settlement shall be a complete release of Newco and communications any other Newco Indemnitee against whom such claim has been made with respect to such third party claim; and (d) ST shall not be authorized to settle any Third Party Claim claim that would reasonably be expected to have a material effect on a Tax liability of Newco that is not subject to indemnification by ST hereunder without Newco’s consent, which consent shall not be FINAL ATTACHMENT TO MASTER AGREEMENT unreasonably withheld or delayed. With respect to any claim for which ST assumes the defense of Newco, Newco shall be entitled to participate in (but not control) the defense of such third party claim, with its own counsel and at its own expense, and Newco shall take such action as ST shall reasonably request to assist ST in the defense of any such third party claim, provided that ST shall reimburse Newco for any reasonable out-of-pocket expenses incurred in taking any such requested action. If ST does not assume the defense of any third party claim in accordance with the provisions hereof, Newco may defend such third party claim in a commercially reasonable manner and may settle such third party claim after giving written notice of the terms thereof to ST, and such legal expenses shall be indemnifiable Losses hereunder to the extent that receipt of such documents does not affect any privilege relating Newco is determined to any Indemnified Person and shall be entitled, at its expense, entitled to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request indemnification hereunder for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-third party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionclaim.

Third Party Claims. In the event that Acquiror becomes aware of If any action is brought by a third-third party Action against any Indemnitee with respect to which constitutes a matter for which either (a) an Indemnified Person such Indemnitee is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely hereunder and notice of such action to Acquiror or any other Indemnified Personthe Indemnitor has been given pursuant to ss. 9.4.1, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claimthe Indemnitor will be entitled to participate therein, a “Third Party Claim”)and to the extent it may elect by written notice delivered to the Indemnitee within 30 days after receiving the notice from Indemnitee, Acquiror shall have the right in its sole discretion to conduct assume the defense of and thereof with counsel reasonably satisfactory to settle or resolve Indemnitee. Indemnitee shall cooperate with respect to any such Third Party Claimparticipation or defense. The Sellers’ Agent Notwithstanding the foregoing, the Indemnitee shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at employ its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid own counsel in the settlement or resolution of any such claim to case but the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel shall be at the expense of such Indemnitee, experts and other professionalsunless (i) the employment of such counsel at the expense of the Indemnitor shall have been authorized in writing by the Indemnitor, or (ii) the Indemnitor shall not have employed counsel reasonably satisfactory to such Indemnitee to have charge of the defense of such action within thirty days after notice of commencement of the action, or (iii) such Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be defenses available to it which are different from or additional to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Indemnitee with respect to such different defenses), in any of which events such fees and expenses of one additional counsel shall be borne by the Indemnitor. Notwithstanding anything in this ss. 9 to the contrary, an Indemnitor shall not be liable for any settlement of any claim or resolutionaction effected without its written consent; provided, however, that such consent is not unreasonably withheld. Upon payment of indemnification by the Indemnitor, the Indemnitee, if requested in writing by the Indemnitor, will assign to Indemnitor its rights against any applicable account debtor or other responsible person to the extent of the indemnification payment.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a thirdclaim by a third party (a “Third-party Action which constitutes Party Claim”) that Acquirer in good faith believes may result in a matter claim for which either (a) Indemnifiable Damages by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Third-Party ClaimClaim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees (other than those of in-house legal counsel), other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2). The SellersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Person. However, Acquirer shall be entitled, at have the right in its expense, to participate in, but not sole discretion to determine or and conduct, any the defense of any Third-Party Claim and the Third settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or settlement any action related to such Third-Party Claim (including any discussions or negotiations in connection with respect the settlement, adjustment or compromise thereof). Solely to the Third Party Claim. However, except with extent that either the Stockholders’ Agent has consented to the amount of any settlement or resolution by Acquirer of any such claim (which consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, withheld and which consent shall be deemed to have been given unless the SellersStockholders’ Agent shall have objected within fifteen (15) 30 days after a written request for such therefor by Acquirer), or if the Stockholders’ Agent shall have been determined to have unreasonably withheld its consent by Acquiror, to the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersStockholders’ Agent nor the Sellers any Converting Holder shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII VIII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Fund for indemnity with respect to such settlement or resolution. If the Stockholders’ Agent reasonably objects to any such settlement, the existence or amount of Indemnifiable Damages shall be determined in accordance with Section 8.6.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Any Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for making a claim for indemnification under any of clauses this Section 5.2 (aan “Indemnitee”) through shall notify the indemnifying party (jan “Indemnitor”) of Section 7.2 the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or clauses other claim (aa “Proceeding”) through against it (e) of Section 7.3 (each such if by a third party), describing the claim, a “Third Party Claim”), Acquiror the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to so notify an Indemnitor shall have not relieve the right Indemnitor of its obligations hereunder unless and to the extent the Indemnitor shall be actually prejudiced by such failure to so notify. Any Indemnitor shall be entitled to participate in its sole discretion to conduct the defense of such Proceeding giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim at its option (subject to the extent limitations set forth below) shall be entitled to assume the defense thereof (including as it relates to the posting of any bond or the making of any guarantee in connection with such defense) by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that receipt prior to the Indemnitor assuming control of such documents does not affect any privilege relating defense, Indemnitor shall first reasonably demonstrate to any Indemnified Person and shall be entitled, at its expense, the Indemnitee in writing (A) the Indemnitor’s financial ability to participate in, but not provide full indemnification to determine or conduct, any defense of the Third Party Claim or settlement negotiations Indemnitee with respect to the Third Party Claim. However, except with the consent estimated amount of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages Loss relating to such matter. In Proceeding (determined in good faith based upon all of the information pertaining to the Proceeding available at such time and after giving effect to any applicable limitations on indemnification in Section 5.2(d)) and (B) that, assuming the Indemnitor were to become obligated to indemnify the Indemnitee hereunder in respect of the estimated amount of the Loss relating to such Proceeding (determined in good faith based upon all of the information pertaining to the Proceeding available at such time), the Indemnitor (after giving effect to any applicable limitations on indemnification in Section 5.2(d)) would be responsible for more of the Loss than the Indemnitee in the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant such Proceeding were determined in an adverse manner to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent Indemnitor and the Sellers for all purposes hereunder Indemnitee; and not subject to appealprovided further, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.that:

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 If any investigation, action or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 proceeding (each a "Proceeding") is initiated against any Seller Indemnitee or Buyer Indemnitee (each an "Indemnitee") by any third party and such claim, a “Third Party Claim”Indemnitee intends to seek indemnification from Seller or Buyer (each an "Indemnitor"), Acquiror shall have the right as applicable, under this Article on account of its involvement in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadingsProceeding, notices and communications with respect to any Third Party Claim then such Indemnitee will give prompt notice to the extent applicable Indemnitor of such Proceeding; provided, that the failure to so notify such Indemnitor will not relieve such Indemnitor of its obligations under this Article, but will reduce such obligations by the amount of damages or increased costs and expenses attributable to such failure to give notice. Upon receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitlednotice, such Indemnitor will diligently defend against such Proceeding on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, that if such Indemnitor fails or refuses to conduct such defense, then such Indemnitee may defend against such Proceeding at such Indemnitor's expense. Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense, to participate in, but and will not to determine or conduct, settle any defense of Proceeding without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior consent of the Sellers’ Agentother, which shall consent will not be unreasonably withheld, delayed or conditioned, . Such Indemnitor and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Indemnitee will cooperate with each other in the settlement or resolution conduct of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionProceeding.

Third Party Claims. In If any Indemnitee receives notice of the event that Acquiror becomes aware assertion or commencement of any Legal Proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a third-party Action which constitutes to this Agreement or a matter for which either representative of the foregoing (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Third-Party Claim”)) against such Indemnitee with respect to which the Indemnitor is obligated to provide indemnification under this Agreement, Acquiror the Indemnitee shall have give the right Indemnitor reasonably prompt written notice thereof, but in its sole discretion to conduct the defense any event not later than thirty (30) days after receipt of and to settle or resolve any such Third notice of such Third-Party Claim. The Sellers’ Agent failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the extent that the Indemnitor forfeits material rights or defenses by reason of such failure. Such notice by the Indemnitee shall describe the Third-Party Claim in reasonable detail, shall include copies of all 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 Indemnitee. The Indemnitor shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, or by giving written notice to the Indemnitee (which notice shall irrevocably acknowledge the Indemnitor’s responsibility for such Third-Party Claim without reservation of any rights but not subject to determine or conductthe limitations contained in this Article 7), any to assume the defense of the Third any Third-Party Claim or settlement negotiations with respect to at the Third Party Claim. HoweverIndemnitor’s expense and by the Indemnitor’s own counsel, except with and the consent of the Sellers’ AgentIndemnitee shall cooperate in good faith in such defense; provided, which however, that such Indemnitor shall not be unreasonably withheld, delayed have the right to defend or conditioned, and which shall be deemed to have been given unless direct the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution defense of any such claim Third-Party Claim that (i) is asserted directly by or on behalf of a Person that is a customer of Company, (ii) seeks an injunction or other equitable relief against the Indemnitee, or (iii) as to which the third-party claimant shall not be determinative Indemnitee believes an adverse determination would result in Losses that would exceed the limitations on the right of the existence of or amount of Indemnifiable Damages relating Indemnitee to such matterindemnification contained in Section 7.3, as the case may be. In the event that the Sellers’ Agent has consented (Indemnitor assumes the defense of any Third-Party Claim, subject to Section 7.7(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or is deemed to have consented pursuant to the preceding sentence) make counterclaims pertaining to any such settlement or resolution, Third-Party Claim in the name and on behalf of the Indemnitee. The Indemnitee shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnitor’s right to control the defense thereof. The fees and disbursements of such consent or deemed consent counsel shall be final and binding on at the Sellers’ Agent expense of the Indemnitee, provided, however, that if in the reasonable opinion of counsel to the Indemnitee, (A) there are legal defenses available to an Indemnitee that are different from or additional to those available to the Indemnitor; or (B) there exists a conflict of interest between the Indemnitor and the Sellers Indemnitee that cannot be waived, the Indemnitor shall be liable for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerscounsel to the Indemnitee in each jurisdiction for which the Indemnitee determines counsel is required. If the Indemnitor elects not to compromise or defend such Third-Party Claim, experts fails to promptly notify the Indemnitee in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third-Party Claim, the Indemnitee may, subject to Section 7.7(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. Stockholders’ Agent and Purchaser shall cooperate with each other professionals) by or on behalf in all reasonable respects in connection with the defense of any Indemnified Person against Third-Party Claim, including keeping the Indemnity Escrow Shares or directly against party not controlling the defense of such Sellers with respect Third-Party Claim advised of the status of such Third-Party Claim and the defense thereof, making available (subject to the provisions of any confidentiality agreement) records relating to such settlement or resolutionThird-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. If the Indemnitor is not handling the defense, it shall be entitled to participate in the defense at its own cost and expense.

Third Party Claims. In the event that Acquiror Parent becomes aware of a thirdThird-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for Party Claim that Parent in good faith believes may result in a claim for indemnification under any Losses by or on behalf of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claiman Indemnified Party, a “Third Party Claim”), Acquiror Parent shall have the right in its sole discretion to determine and conduct the defense of and and, subject to the proviso hereto, to settle or otherwise resolve such Third-Party Claim, and the costs and expenses incurred by Parent or its Affiliates in connection with defense, enforcement, settlement, or resolution (including reasonable out-of-pocket attorneys’ fees, other professionals’ and experts’ fees, and court or arbitration costs) shall be included in the Losses for which Parent shall be entitled to receive indemnification pursuant to an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.02 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.02; provided, however, that Indemnified Parties shall not agree to any settlement or resolution of any such Third Third-Party ClaimClaim without the prior written consent of the Shareholder Representative (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless the Shareholder Representative shall have objected within thirty (30) days after a written request therefor by Parent). The Sellers’ Agent Shareholder Representative shall have the right to receive receive, and Parent shall reasonably promptly provide to the Shareholder Representative, copies of all pleadings, notices notices, and communications with respect to any Third such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Party, and Parent shall keep the Shareholder Representative reasonably apprised of the status of such Third-Party Claim and the defense thereof, and shall be entitled, at consider in good faith recommendations made by the Shareholder Representative with respect thereto. The Shareholder Representative and its expense, to Affiliates may participate in, but not to determine or conduct, in any defense of the Third Third-Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating action related to such matterThird-Party Claim at its own cost and expense. In the event that the Sellers’ Agent Shareholder Representative has consented (to the amount of any settlement or is deemed resolution by Parent of any such Third-Party Claim, or if the Shareholder Representative shall have been determined by a court of competent jurisdiction to have consented pursuant unreasonably withheld, conditioned, or delayed its consent to the preceding sentence) to amount of any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent Shareholder Representative nor the Sellers any Shareholder shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII 7 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) Indemnification Claim by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Party for indemnity with respect to such settlement or resolution.

Third Party Claims. In Within 15 business days after an Indemnitee receives notice of any third party claim or the event that Acquiror becomes aware commencement of a third-any action by any third party Action which constitutes a matter for which either (a) an Indemnified Person is entitled such Indemnitee reasonably believes may give rise to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under any Section 7, notify such Indemnitor in writing in reasonable detail of clauses (a) through (j) such claim or action, provided, however, that failure to so notify the Indemnitor shall not relieve the Indemnitor of Section 7.2 its indemnification obligations hereunder, except to the extent the Indemnitor is actually prejudiced thereby. Upon receipt of such notice, the Indemnitor shall be entitled to participate in such claim or clauses (a) through (e) of Section 7.3 (each such claimaction, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct assume the defense of thereof with counsel reasonably satisfactory to the Indemnitee, and to settle or resolve compromise such claim or action, provided that if the Indemnitee has elected to be represented by separate counsel pursuant to the proviso to the following sentence, such settlement or compromise shall be effected only with the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. After notice to the Indemnitee of the Indemnitor's election to assume the defense of such claim or action, the Indemnitor shall not be liable to the Indemnitee under Section 7 for any such Third Party Claim. The Sellers’ Agent legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, provided that the Indemnitee shall have the right to receive copies employ counsel to represent it if either (x) such claim or action involves remedies other than monetary damages and such remedies, in the Indemnitee's reasonable judgment, could have a material adverse effect on such Indemnitee or (y) the Indemnitee may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnitor, and in any such event the fees and expenses of all pleadingssuch separate counsel shall be paid by the Indemnitee. If the Indemnitor does not elect to assume the defense of such claim or action, notices the Indemnitee shall act reasonably and communications in accordance with its good faith business judgment with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person thereto, and shall be entitled, at its expense, to participate in, but not to determine settle or conduct, compromise any defense of the Third Party Claim such claim or settlement negotiations with respect to the Third Party Claim. However, except with action without the consent of the Sellers’ AgentIndemnitor, which consent shall not be unreasonably withheld, delayed withheld or conditioned, and which shall be deemed delayed. The parties hereto agree to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for render to each other such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.assistance as may reasonably be

Third Party Claims. In the event that Acquiror If Buyer becomes aware of a third-claim of a third party Action which constitutes (including for all purposes of this Section 7.04, any Governmental Authority) that Buyer believes, in good faith, may result in a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror claim by it or any other Indemnified PersonBuyer Indemnitee against Seller, would Buyer shall notify Seller of such claim as promptly as practicable, provided that any failure to provide a basis for a claim for indemnification such notice shall not relieve Seller from its obligations under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have this Article VII except to the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimextent that Seller is actually prejudiced thereby. The Sellers’ Agent Seller shall have the right to receive copies of all pleadings, notices assume and communications with respect to any Third Party Claim to conduct the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person claim. Seller shall conduct such defense in a commercially reasonable manner, and shall be entitled, at its expense, authorized to participate in, but not to determine or conduct, settle any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with such claim without the consent of Buyer, provided, however, that without the Sellers’ Agent, consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen ): (15a) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant Seller shall not be determinative authorized to encumber any assets of Buyer (including the existence of Transferred Assets or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (Transferred Shares or is deemed to have consented pursuant assets related exclusively to the preceding sentenceBusiness of Transferred Sub) or agree to any restriction that would apply to Buyer or the conduct of Buyer’s business; (b) Seller shall have paid or caused to be paid any amounts arising out of such settlement; and (c) a condition to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not a complete release of Buyer Indemnitees with respect to such third party claim. Buyer or other applicable Buyer Indemnitee shall be entitled to participate in (but, subject to appealthe succeeding sentence, not control) the defense of any third party claim, with its own counsel and neither at its own expense; provided, that Seller shall be liable for the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts one (1) firm of outside counsel (and not any fees and expenses allocated to any internal counsel) employed by the Buyer Indemnitees for any period during which Seller has not assumed the defense thereof following the date which is ten (10) days after delivery of such notice (other professionalsthan during any period in which Buyer shall have failed to give notice of the third party claim) or to the extent that counsel to the Buyer Indemnitee concludes that representation of such Indemnitee by the counsel retained by Seller would be inappropriate due to actual or on behalf potential conflicts of interest between the Seller and any other party represented by such counsel in such Proceeding. Buyer shall cooperate fully with Seller in the defense of any Indemnified Person against third party claim. If Seller does not assume the Indemnity Escrow Shares or directly against defense of any third party claim in accordance with the provisions hereof, Buyer may defend such Sellers with respect third party claim in a commercially reasonable manner and may settle such third party claim after giving written notice of the terms thereof to such settlement or resolutionSeller.

Third Party Claims. In the event that Acquiror becomes aware If Purchaser is sued or threatened to be sued by a third party, including without limitation any governmental entity, or if Purchaser is subjected to any audit or examination by any Tax authority, which may give rise to a claim of a Purchaser pursuant to this Article 11, Purchaser shall give Seller prompt written notice of such third-party Action which constitutes a matter for which either claim (abut in no event later than ten (10) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any Business Days after Purchaser became aware of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror . Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent ensure that receipt of such documents does not affect any privilege relating to any Indemnified Person and Seller shall be entitledprovided with all materials, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, information and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid assistance relevant in the settlement or resolution of any such claim relation to the third-party claimant claim, be given reasonable opportunity to comment or discuss with Purchaser any measures which Seller proposes to take or omit in connection with a third-party claim. No admission of liability shall be made by Purchaser and the third-party claim shall not be determinative compromised, disposed of, or settled without the prior written consent of the existence of or amount of Indemnifiable Damages relating to such matterSeller. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionFurther, such consent or deemed consent Seller shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject entitled at its own discretion to take such action, or cause Purchaser to take such action as Seller shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, or contest such third-party claim in the name and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of Purchaser. Purchaser shall give, subject to it being paid all reasonable out-of-pocket costs and expenses, all such information and assistance, as described above, including access to premises and personnel and including the right to examine and copy or photograph any Indemnified Person assets, accounts, documents, records and electronically stored data, for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Seller or its professional advisers may reasonably request. To the extent that Seller is in breach of a guarantee, all out-of-pocket expenses reasonably incurred by Purchaser in defending such third-party claim in accordance with instructions from Seller shall be borne by Seller. If it turns out that Seller was not in breach, any out-of-pocket expenses reasonably incurred by Seller in connection with the defence shall be borne by Purchaser. In case of a breach of the aforesaid obligations, Purchaser shall only be entitled to claim damages based on the respective breach of guarantee (i) if and to the extent the damage suffered did not result from the Purchaser’s breach of the aforementioned obligations, and (ii) if and to the extent Seller or its Affiliates did not lose claims for indemnification against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionany third party as a result of Purchaser’s breach of obligation.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or If any other Indemnified Person, would provide a basis for a claim for indemnification under any and hold harmless by Indemnitee arises out of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claima claim by a person other than Indemnitee, a “Third Party Claim”)Indemnitor may, Acquiror shall have the right in its sole discretion by written notice to Indemnitee, undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend Indemnitee and take all other steps or proceedings to settle or defeat any such claims or to employ counsel to contest any such claims; provided that Indemnitor shall reasonably consider the advice of Indemnitee as to the defense of such claims, and to settle or resolve any such Third Party Claim. The Sellers’ Agent Indemnitee shall have the right to receive copies participate, at its own expense, in such defense, but control of such litigation and settlement shall remain exclusively with Indemnitor. Indemnitee shall provide all reasonable cooperation in connection with any such defense by Indemnitor. Counsel, filing fees, court fees and other costs or expenses of all pleadingsproceedings, notices and communications contests or lawsuits with respect to any Third Party Claim such claim or asserted liability shall be borne by Indemnitor. If any such claims is made hereunder and Indemnitor does not elect to undertake the defense thereof by written notice to Indemnitee, Indemnitee shall be entitled to control such litigation and settlement and shall be entitled to indemnity with respect thereto pursuant to the terms of this Article XI. To the extent that Indemnitor undertakes the defense of such claim by written notice to Indemnitee and diligently pursues such defense at its expense, Indemnitee shall be entitled to indemnification hereunder only to the extent that receipt such defense is unsuccessful as determined by a final and unappealable judgment of such documents does not affect any privilege relating to any Indemnified Person and shall be entitleda court of competent jurisdiction, at its expense, to participate in, but not to determine or conduct, any defense by written acknowledgment of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionparties.

Third Party Claims. In the event that Acquiror becomes aware Parent or the Surviving Corporation receives written notice of a third-party Action which constitutes a matter for which either claim (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”)) that Parent reasonably expects may result in a demand against the Warranty Reserve, Acquiror Parent shall have provide the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party ClaimShareholder Agent with prompt written notice thereof. The Sellers’ Agent Shareholder Agent, as representative for the shareholders of the Company, shall have the right to receive copies participate in or, by giving written notice to Parent, to assume the defense of all pleadings, notices and communications with respect to any Third Party Claim at the expense of the Warranty Reserve and by counsel selected by the Shareholder Agent (which counsel must be reasonably satisfactory to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Parent), and Parent will cooperate in good faith (and shall be entitled, at its expense, permitted to participate inat Parent’s expense) in such defense; provided, but however, that the Shareholder Agent shall not be entitled to determine or conduct, any assume control of the defense of the any Third Party Claim that (i) could reasonably be expected to have any impact on the ongoing operations or settlement negotiations with respect goodwill of the Surviving Corporation or Parent or (ii) could reasonably be expected to result in Losses in excess of the Warranty Reserve. Parent shall have the right to settle any Third Party Claim. However, except Claim contemplated by clause (i) or (ii) above with the consent of the Sellers’ Shareholder Agent, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Shareholder Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Shareholder Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any no power or authority to object under Section 7.7(b) or any other provision of this Article VII 9 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person Parent against the Indemnity Escrow Shares or directly against such Sellers Warranty Reserve with respect to the amount of Losses incurred by Parent in such settlement or resolutionas consented to by the Shareholder Agent.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action claim which constitutes Acquiror believes may result in a matter for which either (a) claim against the Escrow Fund by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages to the extent it is determined that Acquiror is entitled to indemnification pursuant to Section 8.2. The SellersEffective Time Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the SellersEffective Time Holders’ Agent, which shall such consent not to be unreasonably unreasonably, withheld, delayed conditioned or conditioneddelayed, and which shall be deemed to have been given unless the SellersEffective Time Holders’ Agent shall have objected within fifteen thirty (1530) days after a written request for such consent by Acquiror, the amount paid in the no settlement or resolution of any such claim to the with any third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such mattermatter subject to the Authority Limitation. In the event that the SellersEffective Time Holders’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersEffective Time Holders’ Agent nor the Sellers Effective Time Holders shall have any power or authority to object under this Section 7.7(b) 8.8 or any other provision of this Article VII ARTICLE VIII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any 52 Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Fund for indemnity with respect to such settlement or resolutionresolution (solely to the extent of the funds available in Escrow Fund).

Third Party Claims. In the event that Acquiror becomes aware If Xxxxx receives written notice of a third-party Action which constitutes claim that Xxxxx believes may result in a matter for which either (a) Liability Claim by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would Buyer will notify the Holder Representative in writing of such third-party claim and will provide a basis for a copy of any notice or other documentation submitted by the Third Party making such third-party claim for indemnification under and, if the Indemnitors could have any liability hereunder with respect to such third-party claim, (i) provide the Holder Representative the opportunity to participate at the Indemnitors’ cost in, but not direct or conduct, any defense of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall and (ii) keep the Holder Representative reasonably informed about the progress of such third-party claim and will consider in good faith recommendations made by the Holder Representative with respect to the defense of such third party claim. The Holder Representative will not be provided such opportunity to the extent that Buyer reasonably determines in good faith that such participation could result in the loss of any attorney-client privilege or right under the work-product doctrine of Buyer or any Indemnified Person in respect of such claim. The Holder Representative’s participation will be subject to Xxxxx’s right to control such defense. Buyer will have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate inthird-party claim, but not to determine or conduct, any defense of if the Third Party Claim or settlement negotiations with respect to is without the Third Party Claim. However, except with the written consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by AcquirorHolder Representative, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall will not be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such mattermatter or whether such Losses are indemnifiable by the Indemnitors hereunder. In If the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) Holder Representative consents in writing to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and then neither the Sellers’ Agent Holder Representative nor the Sellers shall any Indemnitor will have any power or authority to object under Section 7.7(b) to the amount or any other provision validity of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers for indemnity with respect to such settlement. The Holder Representative will be deemed to have been given consent to a settlement if the Holder Representative has not objected within twenty (20) days after the Holder Representative’s receipt of a written request for consent to such settlement delivered by Xxxxx. Notwithstanding any other provision of this Agreement, any reasonable and documented out-of-pocket costs and expenses of investigation or resolutiondefense, including court costs and reasonable attorneys’ fees, incurred or suffered by the Indemnified Persons in connection with any third-party claim alleging matters that would constitute the failure of a representation or a warranty set forth herein to be true and correct or be the basis of a claim for any other matter specified in Section 6.2, whether or not it is ultimately determined that there was such a failure to be true and correct or basis for a claim, will constitute Losses subject to indemnification under Section 6.2 (subject to such other limitations set forth in this Section 6.8).

Third Party Claims. In Promptly after the event that Acquiror becomes aware assertion by any third party of a third-party Action which constitutes a matter any claim against any Indemnitee that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Damages for which either (a) an Indemnified Person is such indemnitee would be entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely pursuant to Acquiror or any other Indemnified Personthis Agreement, would provide a basis for a claim for such Indemnitee shall deliver to the Indemnitor from whom such indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each could be sought an Officer's Certificate with respect to such claim, a “Third Party Claim”)and such Indemnitor may, Acquiror shall have the right in at its sole discretion to conduct option, assume and control the defense (including any settlement thereof) of the Indemnitee against such claim. Any Indemnitee shall receive notice of the status, any current developments and to settle management of the claims, and prior written notice of any proposed settlement or resolve any conclusion of such Third Party Claim. The Sellers’ Agent claim, and shall have the right to receive copies of all pleadingsemploy separate counsel in any such action or claim and to participate in the defense thereof, notices but the fees and communications with respect to any Third Party Claim to the extent that receipt expenses of such documents does counsel shall not affect any privilege relating to any Indemnified Person and be an expense of the Indemnitor unless (I)the Indemnitor shall be entitledhave failed, at its expensewithin a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to participate in, but not to determine or conduct, any assume the defense of such claim, or (ii) the Third Party Claim employment of such counsel has been specifically authorized by the Indemnitor. If there is a final judgment against an Indemnitee under this Agreement in any such action, or if there is a settlement negotiations with respect to the Third Party Claim. However, except of any such action effected with the consent of the Sellers’ Agentsuch Indemnitor, which shall not be unreasonably withheldsuch Indemnitor shall, delayed or conditionedsubject, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution case of any such claim claims for indemnification against the Seller, to the third-party claimant shall not be determinative provisions of Section 4.1, and, in the existence case of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant claims for indemnification against Buyer, to the preceding sentence) to provisions of Section 4.2, indemnify and hold harmless each Indemnitee from and against any Damages by reason of such settlement judgment or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that Acquiror becomes aware case of any third party Action as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 30 days after receipt of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled Claim Notice to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have notify the right in its sole discretion Indemnitee that it elects to conduct and control such Action at its own expense. If the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent Indemnitor does not give the foregoing notice, the Indemnitee shall have the right to receive copies conduct and control such Action (without prejudice to the Indemnitee’s right to seek indemnification pursuant to this Article IX), provided, that the Indemnitee shall permit the Indemnitor to participate in the conduct of all pleadingssuch Action through counsel chosen by the Indemnitor, notices but the fees and communications expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor gives the foregoing notice, the Indemnitor shall have the right, at the sole expense of the Indemnitor, to conduct and control such Action, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any Third Party Claim to compromise or settlement (other than the extent that receipt of Basket, if applicable) and (iv) such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense settlement includes an unconditional release in favor of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent Indemnitee by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for from all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers liability with respect to such settlement claim. The parties hereto shall use their reasonable best efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolutionotherwise dealing with such claims, notwithstanding any dispute as to liability under this Article IX.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter any Claim for which either a person or entity (athe “Indemnitee”) an Indemnified Person is would be entitled to indemnification under Section 7.2 this Agreement is asserted against or Section 7.3 sought to be collected from the Indemnitee by a third party, it shall be a condition of such entitlement that the Indemnitee promptly notify the other party (the “Indemnitor”) of such Claim, specifying the nature thereof, the applicable provision in this Agreement or other instrument under which the Claim arises, and the amount or the estimated amount thereof (the “Claim Notice”). The Indemnitor shall have thirty (30) days (or, if shorter, a period to a date not less than ten (10) days prior to when a responsive pleading or other document is required to be filed but in no event less than ten (10) days from delivery or mailing of the Claim Notice) to notify the Indemnitee (a) whether or not it disputes the Claim and (b) if determined adversely liability hereunder is not disputed, whether or not it desires to Acquiror defend the Indemnitee with respect to such Claim. If the Indemnitor elects to defend the Claim by appropriate proceedings, such proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of damage to the Indemnitee; and all costs and expenses of such proceedings and the amount of any settlement or judgment shall be paid by the Indemnitor. After the Indemnitor acknowledges its obligation to defend against or settle any such claim or proceeding, the Indemnitor shall not be liable to the Indemnitee under this Section for any legal or other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have expenses subsequently incurred by the right Indemnitee in its sole discretion to conduct connection with the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent thereof; provided, however, that the Indemnitee shall have the right to receive copies employ counsel to represent it if, in the good faith judgment of the Indemnitee, it is advisable for the Indemnitee to be represented by separate counsel to protect its legitimate business interests; and, in that event, the fees and expenses of such separate counsel shall be paid by the Indemnitee. The parties shall fully cooperate in the defense of the claim or proceeding and shall make available to each other all pleadingsbooks or records necessary or appropriate for such defense. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnitee to defend against the claim or proceeding or to compromise, notices settle or otherwise dispose of the same; provided, however, that no settlement or compromise shall be effected without the consent of the Indemnitee, which consent shall not be unreasonably conditioned, withheld or delayed, and communications provided, further, that, in the event the Indemnitee does not consent to a bona fide offer of settlement made by a third party and the settlement involves only the payment of money, does not establish a precedent adverse to the business interests of the Indemnitee and does not involve the payment of a criminal or administrative fine or other penalty or the admission of, or a plea of nolo contendere to, criminal or civil liability or violation of any law or otherwise create any basis for ongoing liability or claims by any other parties, then the Indemnitor may, in lieu of payment of that amount to such third party, pay that amount to the Indemnitee. After such payment to the Indemnitee, the Indemnitor shall have no further liability with respect to that claim or proceeding and the Indemnitee shall assume full responsibility for the defense, payment or settlement of such claim or proceeding. With the consent of the Indemnitee, which shall not be unreasonably conditioned, withheld or delayed, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party with respect to any Third Party Claim claim for which indemnification is paid to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, payment. If the Indemnitee desires to participate in, but not to determine or conductcontrol, any such defense of or settlement, it may do so at its sole cost and expense. If the Third Party Claim Indemnitor has disputed the Claim, as provided above, or shall not otherwise defend such Claim, the Indemnitee shall have the right to control the defense or settlement negotiations with respect to the Third Party of such Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditionedin its reasonable discretion, and which shall be deemed to have been given unless reimbursed by the Sellers’ Agent shall have objected within fifteen (15) days after a written request Indemnitor for such consent by Acquirorthe entire Claim, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionincluding, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appealwithout limitation, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including its reasonable costs of investigation and defense and reasonable fees and expenses of lawyerssuch defense, experts and other professionals) if it shall thereafter be found that such Claim was subject to indemnification by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionIndemnitor hereunder.

Third Party Claims. In the event that Acquiror becomes aware case of any third party Action as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 25 Business Days after receipt of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled Claim Notice to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have notify the right in its sole discretion Indemnitee that it elects to conduct and control such Action. If the defense Indemnitor elects to conduct and control such Action, the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and to settle or resolve any expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Third Party ClaimAction by the Indemnitor. The Sellers’ Agent If the Indemnitor does not give the foregoing notice, the Indemnitee shall have the right to receive copies conduct and control such Action (without prejudice to the Indemnitee’s right to seek indemnification pursuant to this Article IX), provided, that the Indemnitee shall permit the Indemnitor to participate in the conduct of all pleadingssuch Action through counsel chosen by the Indemnitor, notices but the fees and communications expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor gives the foregoing notice, subject to the first and second sentences of this Section 9.7, the Indemnitor shall have the right, at the sole expense of the Indemnitor, to conduct and control, such Action with counsel reasonably acceptable to the Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any Third Party Claim to the extent that receipt of compromise or settlement and (iv) such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense settlement includes an unconditional release in favor of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent Indemnitee by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for from all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers liability with respect to such settlement claim. In the case of any third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their reasonable best efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolutionotherwise dealing with such claims, notwithstanding any dispute as to liability under this Article IX.

Third Party Claims. In Promptly after receipt by any indemnified party (an "Indemnitee") of notice of the event that Acquiror becomes aware commencement of any action or claim resulting from the assertion of liability by third parties to which the indemnification obligations of a third-related Seller or Buyer (as the case may be) under this Agreement shall apply, the Indemnitee shall notify the indemnifying party Action which constitutes a matter for which either (athe "Indemnitor") an Indemnified Person is entitled to indemnification under Section 7.2 in writing of the commencement of such action or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for claim and of the possibility of a claim for indemnification by the Indemnitee against the Indemnitor under any this Agreement; however, failure of clauses (a) through (j) the Indemnitee to so notify the Indemnitor will not relieve the Indemnitor of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claimliability hereunder, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim except to the extent the Indemnitor shall demonstrate that receipt such failure precludes Indemnitor from contesting such action or claim or such failure materially increases the amount for which Indemnitor would be liable in which event Indemnitor shall be relieved only to the extent of such documents does not affect any privilege relating to any Indemnified Person and increase. The Indemnitor shall be entitled, at its expense, entitled to participate inin such action and may, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ AgentIndemnitee, which shall not be unreasonably withheldwithheld or delayed, delayed or conditioned, and which shall be deemed to have been given unless assume the Sellers’ Agent shall have objected within fifteen (15) days after a written request for defense of such consent action with counsel selected by Acquirorthe Indemnitor with the reasonable approval of the Indemnitee. After the Indemnitor's assumption of the defense, the amount paid in the settlement or resolution of any such claim to the third-party claimant Indemnitor shall not be determinative liable for (i) any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of such action, unless (1) such expenses are incurred with the prior written approval of the existence Indemnitor or (2) the Indemnitee reasonably determines that its interests may be adverse in whole or in part to those of or amount of Indemnifiable Damages relating to such matter. In the event Indemnitor and that the Sellers’ Agent has consented (or is deemed to have consented pursuant there may be legal defenses available to the preceding sentenceIndemnitee that are different from, in addition to or inconsistent with defenses available to the Indemnitor, in which case the Indemnitee may retain its own counsel and be indemnified by the Indemnitor for all legal and other expenses and costs reasonably incurred in connection with the investigation and defense of the action and (ii) to any settlement effected without its prior written consent. None of the Indemnitees shall be liable for the settlement of any action effected without its express written consent. If any action is settled without the Indemnitee's written consent or if there is a final judgment against any of the Indemnitees in any action, the Indemnitor shall indemnify, hold harmless and defend the Indemnitees from and against all loss or liability incurred by reason of such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionjudgment.

Third Party Claims. In the event that Acquiror becomes aware case of any third party Action as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 20 Business Days after receipt of a third-party Claim Notice to notify the Indemnitee that it elects to conduct and control such Action. If the Indemnitor elects to conduct and control such Action, the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Action which constitutes a matter for which either (a) an Indemnified Person is entitled by the Indemnitor. If the Indemnitor does not give the foregoing notice, or if the Indemnitor gives such notice but fails to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely prosecute such Action to Acquiror or any other Indemnified Personthe reasonable satisfaction of the Indemnitee, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitee shall have the right right, at the sole expense of the Indemnitor, to defend, conduct, control and settle such Action, and the Indemnitor shall cooperate with the Indemnitee in its sole discretion connection therewith, provided, that (x) the Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the defense of Indemnitor, but the fees and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt expenses of such documents does not affect any privilege relating to any Indemnified Person and counsel shall be entitledborne by the Indemnitor, at its expense, to participate in, but and (y) the Indemnitee may not to determine compromise or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with settle such Action without the consent of the Sellers’ Agent, Indemnitor (which shall consent will not be unreasonably withheldwithheld or delayed), delayed or conditionedunless (i) the sole relief provided is monetary Damages, and which shall be deemed to have been given unless (ii) such settlement includes an unconditional release in favor of the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent Indemnitor by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant from all liability with respect to such claim (other than liability for payment of any amounts in connection with such settlement). If the Indemnitor gives the foregoing notice, subject to the first and second sentences of this Section 10.8, the Indemnitor shall not be determinative have the right, at the sole expense of the existence of or amount of Indemnifiable Damages relating Indemnitor, to defend, conduct, control and settle such matter. In Action by all appropriate proceedings (which proceedings will be prosecuted by the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant Indemnitor to the preceding sentence) reasonable satisfaction of the Indemnitee), with counsel reasonably acceptable to any such settlement or resolutionthe Indemnitee, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to appealparticipate in such conduct or settlement through counsel chosen by the Indemnitee, and neither but the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel shall be borne by the Indemnitee, experts and other professionals(y) by the Indemnitor may not compromise or on behalf settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any Indemnified Person against violation of Law by the Indemnity Escrow Shares Indemnitee or directly against any violation by the Indemnitee of the rights of any Person, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or settlement and (iv) such Sellers settlement includes an unconditional release in favor of the Indemnitee by the third-party claimant from all liability with respect to such settlement claim. In the case of any third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their commercially reasonable efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolutionotherwise dealing with such claims, notwithstanding any dispute as to liability under this Article IX.

Third Party Claims. In the event that Acquiror a Parent Indemnified Person becomes aware of a third-party Action claim which constitutes such party believes may result in a matter demand against the Indemnity Portion of the Escrow Fund, Parent shall promptly notify the Stockholders’ Agent of such claim in writing (such notification including a description of the nature and the basis of such claim), and the Stockholders’ Agent, on behalf of the Company Equityholders for which either whom shares of Parent Preferred Stock (aor other such shares of Parent capital stock or other property) an Indemnified Person is otherwise issuable to them are deposited in the Indemnity Portion of the Escrow Fund, shall be entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely assume the defense of such claim. Failure by the Stockholders’ Agent to Acquiror or notify Parent of its election to defend any other Indemnified Personsuch claim within a reasonable time, would provide but in no event more than ten days after notice thereof shall have been given to the Stockholders’ Agent, shall be deemed a basis for a claim for indemnification under any waiver by the Stockholders’ Agent of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each its right to defend such claim. If Stockholders’ Agent elects to defend such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledParent may participate, at its expense, to participate in, but not to determine or conduct, any in the defense of such claim provided that the Third Party Claim or settlement negotiations with respect Stockholders’ Agent shall direct and control the defense of such claim. The Stockholders’ Agent shall not, in the defense of such claim, consent to the Third Party Claim. Howeverentry of any judgment or award, or enter into any settlement, except in either event with the prior written consent of Parent (which consent will not be unreasonably withheld). For any claims against which the SellersStockholders’ AgentAgent has not assumed the defense, Parent shall have the right, subject to consent by the Stockholders’ Agent (which consent shall not be unreasonably withheld), delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of settle any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matterclaim. In the event that the SellersStockholders’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the SellersStockholders’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any no power or authority to object under Section 7.7(b) 9.6 or any other provision of this Article VII Section 9 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any the Parent Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Fund for indemnity with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person If any legal action is entitled to indemnification under Section 7.2 initiated against any Seller Indemnitee or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 Buyer Indemnitee (each an “Indemnitee”) by any third party and such claimIndemnitee intends to seek indemnification from the Buyer or Sellers (each an “Indemnitor”) as applicable, a “Third Party Claim”)under this Article 7 on account of its involvement in such legal action, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any then such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim Indemnitee will give prompt notice to the extent applicable Indemnitor of such legal action; provided, however, that the failure to so notify such Indemnitor will not relieve such Indemnitor of its obligations under this Article 7, but will reduce such obligations by the amount of damages or increased costs and expenses attributable to such failure to give notice. Upon receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitlednotice, such Indemnitor will diligently defend against such legal action on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, however, that if such Indemnitor fails or refuses to conduct such defense, or such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that its interests in such legal action are adverse to such Indemnitor’s interests, then such Indemnitee may defend against such legal action at such Indemnitor’s expense. Such Indemnitor or Indemnitee, as applicable, may participate in any legal action being defended against by the other at its own expense, to participate in, but and will not to determine or conduct, settle any defense of legal action without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior consent of the Sellers’ Agentother, which shall consent will not be unreasonably withheld; provided, delayed however, that the consent of an Indemnitor is not required if such Indemnitor failed or conditioned, and which shall be deemed refused to have been given unless defend the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Indemnitee in the settlement or resolution legal action that is being settled. Such Indemnitor and Indemnitee will cooperate with each other in the conduct of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionlegal action.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 If any investigation, action or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 proceeding (each a "Proceeding") is initiated against any Seller Indemnitee or Buyer Indemnitee (each an "Indemnitee") by any third party and such claim, a “Third Party Claim”Indemnitee intends to seek indemnification from Seller or Buyer (each an "Indemnitor"), Acquiror shall have the right as applicable, under this Article on account of its involvement in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadingsProceeding, notices and communications with respect to any Third Party Claim then such Indemnitee will give prompt notice to the extent applicable Indemnitor of such Proceeding; provided, that the failure to so notify such Indemnitor will not relieve such Indemnitor of its obligations under this Article, but will reduce such obligations by the amount of damages or increased costs and expenses attributable to such failure to give notice. Upon receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitlednotice, such Indemnitor will diligently defend against such Proceeding on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, that if such Indemnitor fails or refuses to conduct such defense, or such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that its interests in such Proceeding are adverse to such Indemnitor's interests, then such Indemnitee may defend against such Proceeding at such Indemnitor's expense. Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense, to participate in, but and will not to determine or conduct, settle any defense of Proceeding without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior consent of the Sellers’ Agentother, which shall consent will not be unreasonably withheld; provided, delayed that the consent of an Indemnitor is not required if such Indemnitor failed or conditioned, and which shall be deemed refused to have been given unless defend the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Indemnitee in the settlement or resolution Proceeding that is being settled. Such Indemnitor and Indemnitee will cooperate with each other in the conduct of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionProceeding.

Third Party Claims. In the event that Acquiror becomes aware Any Indemnified Person shall notify ------------------ CompuCom promptly after such Indemnified Person's receipt of a notice, or such Indemnified Person otherwise becoming aware, of any third-party Action claims with respect to which constitutes a matter for which either (a) an indemnification may be sought under this Section; provided that, the failure of any Indemnified Person is entitled so to indemnification notify CompuCom ------------- shall not relieve CompuCom of any liability (x) under any provision hereof, (y) to such Indemnified Person by reason of this Section 7.2 or Section 7.3 unless such Indemnified Person's failure to so notify CompuCom materially prejudices CompuCom's ability to contest the third-party claim, or (bz) if determined adversely to Acquiror any other Indemnified Person under this Section or any other provision hereof. In case any such action is brought against any Indemnified Person and it notifies CompuCom of the commencement thereof, CompuCom shall be entitled to participate therein and, to the extent that it may wish to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, would provide a basis for a claim for indemnification under any and after notice from CompuCom to such Indemnified Person of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion election to conduct assume the defense thereof, CompuCom will not be liable to such Indemnified Person under this Subsection for any legal fees and expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. Any one or more of and to settle or resolve any such Third Party Claim. The Sellers’ Agent the Indemnified Persons shall have the right to receive copies of all pleadings, notices 53 employ separate counsel in any such action and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate inin the defense thereof, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel shall be at the expense of such Indemnified Person or Indemnified Persons unless (i) the employment of such has been specifically authorized in writing by CompuCom or (ii) representation of both CompuCom and such Indemnified Person or Indemnified Persons by the same counsel would be inappropriate due to actual or potential differing interests between them. CompuCom shall not be liable for any settlement of any such action effected without its written consent, experts but if settled with such consent or if there be a final judgment for the plaintiff in any such action with or without consent, CompuCom agrees to indemnify and other professionals) hold harmless the Indemnified Persons from and against any loss or liability by reason of such settlement or on behalf final judgment. CompuCom shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person against the Indemnity Escrow Shares is or directly against could have been a party and indemnity could have been sought hereunder by such Sellers with respect to Indemnified Person, unless such settlement or resolutionincludes an unconditional release of such Indemnified Person from all liabilities and claims that are the subject matter of such proceeding. Any indemnification will be paid promptly upon demand therefor.

Third Party Claims. In Except as otherwise provided in this Agreement, the event that Acquiror becomes aware following procedures shall be applicable with respect to indemnification for Third Party Claims and Claims pursuant to SECTION 10.2(d). Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE") of a third-party Action which constitutes a matter for which either notice of the commencement of any (a) an Indemnified Person is entitled Tax audit or proceeding for the assessment of Tax by any Taxing Authority or any other proceeding likely to indemnification under Section 7.2 result in the imposition of a Tax liability or Section 7.3 obligation or (b) if determined adversely to Acquiror any action or the assertion of any other Indemnified PersonClaim, would provide liability or obligation by a basis for a claim for indemnification under any of clauses third party (a) through (j) of Section 7.2 whether by legal process or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”otherwise), Acquiror against which Claim, liability or obligation the other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnitee shall, if a Claim thereon is to be, or may be, made against the Indemnitor, notify the Indemnitor in writing of the commencement or assertion thereof and give the Indemnitor a copy of such Claim, process and all legal pleadings; PROVIDED any delay or failure so to notify the Indemnitor shall have not relieve the right Indemnitor from its obligations under this ARTICLE 10 unless and only to the extent such delay or failure results in its sole discretion actual irreparable prejudice to conduct the defense of and to settle or resolve any such Third Party ClaimIndemnitor. The Sellers’ Agent Indemnitor shall have the right to receive copies assume the defense of all pleadings, notices such action with counsel of reputable standing and communications with respect to any Third Party Claim reasonably acceptable to the extent that receipt Indemnitee unless in such action (i) injunctive or equitable remedies have been sought therein in respect of the Indemnitee or its business; or (ii) such action is solely for money damages for an alleged amount of less than $10,000. The Indemnitor and the Indemnitee shall reasonably cooperate in the defense of such claims. In the case that the Indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the Indemnitee shall make available to the Indemnitor all relevant records and take such other action and sign such documents does not affect any privilege relating as are necessary to any Indemnified Person and defend such audit, assessment or other proceeding in a timely manner. If the Indemnitee shall be entitledrequired by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, at its expensethe Indemnitor shall promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses (including reasonable legal fees and expenses) incurred by such Indemnitee in connection with such obligation or liability subject to this ARTICLE 10. No Indemnitor, to participate in, but not to determine or conduct, any in the defense of the Third Party Claim or settlement negotiations with respect to the Third Party any such Claim. However, shall, except with the prior written consent of the Sellers’ AgentIndemnitee, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed consent to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of an unconditional release from all liability with respect to such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matterlitigation. In the event that the Sellers’ Agent has consented (Indemnitor does not accept, on a timely basis, the defense of any matter for which it is entitled to assume such defense as above provided, the Indemnitee shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. With respect to any matter as to which the Indemnitor is deemed not entitled to have consented assume the defense pursuant to the preceding sentence) to terms of this SECTION 10.5, the Indemnitee shall not enter into any such settlement or resolution, such consent or deemed consent shall for which an indemnification claim will be final and binding on made hereunder without the Sellers’ Agent and approval of the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers Indemnitor. An Indemnitee shall have the right to employ its own counsel in any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable case, but the fees and expenses of lawyerssuch counsel shall be at the expense of the Indemnitee unless (a) the employment of such counsel shall have been authorized in writing by the Indemnitor in connection with the defense of such action or claim, experts (b) the Indemnitor shall not have employed counsel in the defense of such action or claim on a timely basis, or (c) such Indemnitee shall have reasonably concluded on the advice of its counsel that there may be defenses available to it which are contrary to, or inconsistent with, those available to the Indemnitor, in any of which events such fees and other professionals) expenses of not more than one additional counsel for the indemnified parties shall be borne by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionIndemnitor.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action claim which constitutes Acquiror believes may result in a matter for which either (a) claim against the Escrow Fund by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under Acquiror shall promptly notify the Representative of such third-party claim, and the Representative and the Effective Time Stockholders on whose behalf shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund shall be entitled, at their expense, to participate in, but not to determine or conduct, any defense of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), . No delay in providing or failure to provide such notice shall affect Acquiror’s rights hereunder so long as the Representative and such stockholders have not been materially prejudiced thereby. Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or No settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-with any third party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter, except with the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Representative shall have objected within 15 days after a written request for such consent by Acquiror. In the event that the Sellers’ Agent Representative has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent Representative nor the Sellers any Effective Time Stockholder shall have any power or authority to object under Section 7.7(b) 10.6 or any other provision of this Article VII Section 10 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Fund for indemnity with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a thirdclaim by a third party (a “Third-party Action which constitutes Party Claim”) that Acquirer in good faith believes may result in a matter claim for which either (a) Indemnifiable Damages by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Third-Party Claim. The Sellerscosts and expenses incurred by Acquirer in connection with such defense, settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 5.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 5.2 (subject to the limitations set forth in Section 5.3); provided that any settlement of a Third-Party Claim (i) without the prior written consent of the Stockholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Stockholders’ Agent shall have objected within 20 days after a written request therefor by Acquirer) (it being understood and agreed that it shall be reasonable for the Stockholders’ Agent to withhold such consent if it believes in good faith that there is not any underlying basis for indemnification with respect to such settlement) or (ii) absent an underlying breach by the Company of a representation, warranty or covenant under this Agreement shall not be determinative of the existence of a valid indemnification claim or the amount of Indemnifiable Damages. The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Person, subject to execution by the Stockholders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. However, Acquirer shall be entitled, at have the right in its expense, to participate in, but not sole discretion to determine or conduct, any and conduct the defense of any Third-Party Claim and the Third settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or settlement any action related to such Third-Party Claim (including any discussions or negotiations in connection with respect the settlement, adjustment or compromise thereof). In the event that the Stockholders’ Agent has consented to the Third Party Claim. However, except with the amount of any settlement or resolution by Acquirer of any such claim (which consent of the Sellers’ Agent, which shall not be unreasonably withheld, conditioned or delayed or conditioned, and which consent shall be deemed to have been given unless the SellersStockholders’ Agent shall have objected within fifteen (15) 20 days after a written request for such therefor by Acquirer), or if the Stockholders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent by Acquiror, to the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersStockholders’ Agent nor the Sellers any Converting Holder shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII V to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Holdback Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror becomes aware of If any indemnifiable claim by a third-third party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or made against any other Indemnified Person, would such Indemnified Person shall promptly provide a basis for a claim for indemnification under any written notice to the Company of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim; provided that the failure to give such notice shall not affect any rights of such Indemnified Person hereunder except to the extent the Company is materially prejudiced by such failure to give notice. By delivering written notice to such Indemnified Person within 15 days after receipt of such Indemnified Person's notice, a “Third Party Claim”)the Company may, Acquiror shall have the right in its sole discretion to conduct or upon written request of such Indemnified Person shall, assume the defense of such claim at its sole expense through counsel reasonably satisfactory to such Indemnified Person, provided that (i) the Company shall not permit any Encumbrance upon any asset of such Indemnified Person, (ii) the Company shall permit such Indemnified Person to participate in such settlement or defense through counsel selected by such Indemnified Person at such Indemnified Person's expense, and (iii) the Company shall agree to settle promptly reimburse such Indemnified Person for the full amount of its liability to the third party claimant. If the Company shall not have employed counsel to defend such claim or resolve any if such Third Party Claim. The Sellers’ Agent Indemnified Person shall have reasonably concluded that the E-41 18 position of such Indemnified Person and the Company may be in conflict, the Company shall not have the right to receive copies direct the defense of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt such claim on behalf of such documents does not affect any privilege relating to any Indemnified Person and the legal and other expenses incurred by such Indemnified Person shall be entitledborne by the Company. No action, at its expense, to participate in, but not to determine suit or conduct, proceeding for which indemnification may be sought shall be compromised or settled in any defense manner which might have a material adverse effect on the interests of the Third Party Claim or settlement negotiations with respect to Company without the Third Party Claim. However, except with the prior written consent of the Sellers’ Agent, Company (which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid ). Notwithstanding anything in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to the contrary, the Company shall not, without the written consent of the Indemnified Person, (i) settle or compromise any claim for Indemnifiable Damages action, suit or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Person of a written release from all liability in respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may materially and adversely affect the Indemnified Person other than as a result of money damages or other money payments. The Company shall pay all expenses, including costs of investigation and defense and reasonable fees and expenses of lawyersattorneys' fees, experts and other professionals) that may be incurred by or on behalf of any Indemnified Person against in enforcing the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionindemnity provided for in this Article VII.

Third Party Claims. In the event that Acquiror becomes aware of the assertion, in writing, of a third-party Action which constitutes a matter for which either (a) an claim or dispute which, if adversely determined would entitle any of the Indemnified Person is entitled Parties to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror hereunder, Buyer or any other of the Indemnified PersonParties shall promptly notify Seller thereof in writing, would provided, however, that any delay in providing or failure to provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror notification shall have not affect the right in its of the Indemnified Parties to indemnification hereunder except to the extent Seller materially prejudiced by the delay or failure. Seller may elect, by written notice to Buyer, to assume and direct, at their sole discretion to conduct expense, the defense of and to settle or resolve any such Third third-party claim, and may, at their sole expense, retain counsel in connection therewith, provided that such counsel is reasonably acceptable to Buyer. After the assumption of such defense by Seller with counsel reasonably acceptable to Buyer, and for so long as Seller conducts such defense on a diligent and timely basis, Seller shall not be responsible for the payment of legal fees incurred thereafter by the Indemnified Party Claim. The Sellers’ Agent or Parties (who may, however, continue to participate in the defense thereof with separate counsel); provided, however, that, Seller shall be responsible for paying the fees and expenses of one separate counsel for the Indemnified Parties in each jurisdiction in which any third-party claim is brought or is pending if counsel for such Indemnified Parties determines or advises that Seller and any of the Indemnified Parties have the right to receive copies of all pleadings, notices and communications differing positions with respect to such third-party claim or dispute or that Seller, on the one hand, or any Third Party Claim of the Indemnified Parties, on the other hand, have defenses not available to the extent that receipt other. If Seller fails to and until Seller does undertake the defense of any such documents does not affect third party claim or dispute in accordance with the provisions hereof, or if Seller discontinues the diligent and timely conduct thereof, any privilege relating to any of the Indemnified Person Parties may undertake such defense with one separate counsel and Seller shall be entitled, at its expense, to participate in, but not to determine responsible for reimbursing the Indemnified Parties for their legal fees and expenses in connection therewith as and when such legal fees and expenses are incurred by them. No party hereto may settle or conduct, compromise any defense of such third-party claim or dispute without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior written consent of the Sellers’ Agentother parties hereto, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event except that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) Buyer or any other provision of the Indemnified Parties may do so if Seller has not assumed the defense thereof in accordance with this Article VII Section 13.5 or Seller has not notified Buyer or any of the other Indemnified Parties that Seller is disputing, or has breached, its obligations hereunder to indemnify any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any the Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Parties with respect to such settlement or resolutionthird-party claim.

Third Party Claims. In case of any Claim or suit by a third party or by any government body, or any legal, administrative or arbitration proceedings with respect to which Indemnitor may have liability under the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is indemnity agreement contained in this Section 11, Indemnitor shall be entitled to indemnification under Section 7.2 participate therein, and, to the extent desired by Indemnitor, to assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof. Indemnitor shall not be liable to Indemnitee for any legal or Section 7.3 other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitee shall have the right reasonably concluded that there may be defenses available to Indemnitee which are different from or additional to those available to Indemnitor (in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent which case Indemnitor shall not have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to direct the extent that receipt defense of such documents does not affect action on behalf of the Indemnitee), in any privilege relating to any Indemnified Person of which events such fees and expenses shall be entitled, at its expense, borne by Indemnitor. The parties shall render each other such assistance as may reasonably be required of each other in order to participate in, but not to determine or conduct, any insure proper and adequate defense of the Third Party any such suit, Claim or proceeding. Indemnitee shall not make any settlement negotiations with respect of any Claim which might give rise to liability of Indemnitor under the Third Party Claim. However, except with indemnity agreements contained in this Article 11 without the written consent of the Sellers’ AgentIndemnitor, which consent shall not be unreasonably withheld, delayed . If Indemnitor shall desire and be able to effect a bona fide compromise or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating consent to such matter. In the event that the Sellers’ Agent has consented (compromise or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object then Indemnitor's liability under this Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers 11 with respect to such suit, Claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such compromise or resolutionsettlement.

Third Party Claims. In If any claim for indemnification by the event that Acquiror becomes aware party(ies) seeking indemnification ("Indemnitee") arises out of a third-party Action which constitutes a matter for which either claim (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Personi.e., would provide a basis for out of a claim for indemnification under any made by or an action of clauses (a) through (j) of Section 7.2 a person or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”entity other than Indemnitee), Acquiror shall have the right in its sole discretion party(ies) from whom Indemnitee seeks indemnification ("Indemnitor") may, by written notice to Indemnitee, undertake to conduct the defense of thereof and to settle take all other steps or resolve proceedings to defeat or compromise any such Third Party Claim. The Sellers’ Agent action or claim, including the employment of counsel reasonably satisfactory to Indemnitee; provided that Indemnitor shall reasonably consider the advice of Indemnitee as to the defense or compromise of such actions and claims, and Indemnitee shall have the right to receive copies participate in such proceedings (at the sole cost and expense of Indemnitee), but control of such proceedings shall remain exclusively with Indemnitor. Indemnitee shall provide all reasonable cooperation to Indemnitor in connection with such proceedings. Counsel and auditor costs and expenses and court costs and fees of all pleadings, notices and communications proceedings with respect to any Third Party Claim to the extent that receipt of such documents action or claim shall be borne by Indemnitor. If any such claim is made hereunder and Indemnitor does not affect any privilege relating elect to any Indemnified Person undertake the defense thereof by written notice to Indemnitee, then Indemnitee shall be entitled to control such proceedings and shall be entitled, at its expense, entitled to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations indemnity with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented thereto pursuant to the preceding sentence) to any terms of this Agreement. If the Indemnitor shall assume the defense of such claim, it shall not settle such claim unless such settlement includes as an unconditional term thereof the giving by the claimant or resolutionthe plaintiff of a release of the Indemnitee, such consent or deemed consent shall be final and binding on satisfactory to the Sellers’ Agent and the Sellers for Indemnitee, from all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers liability with respect to such settlement or resolutionclaim.

Third Party Claims. In the event that Acquiror becomes aware of With respect to any Claim (other than a third-party Action Claim made with respect to Taxes, which constitutes is governed by Section 11.4) made by a matter for which either third Person (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”) against an Indemnitee for which the Indemnitee will seek indemnification from the Indemnitor hereunder, after delivery of the respective Claim Notice, the Indemnitor shall be entitled (if it so elects), Acquiror shall have the right in at its sole discretion own cost, risk and expense, (a) to conduct take control of the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt investigation of such documents does not affect any privilege relating Claim, (b) to any Indemnified Person employ and engage legal counsel of its own choice to handle and defend the same (unless there exists a conflict of interest between the Indemnitee and counsel chosen by the Indemnitor, in which event the Indemnitee shall be entitled, at its the Indemnitor’s cost, risk and expense, to participate inreasonable fees of not more than one separate counsel of the Indemnitee’s own choosing), but and (c) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Indemnitee, such consent not to determine be unreasonably delayed or conductwithheld, unless (A) there is no finding or admission against Indemnitee of any violation of the rights of any Person and it is not reasonably expected to have an effect on any other claims that may be made against the Indemnitee, (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor, and (C) the Indemnitee will have no liability with respect to any compromise or settlement of such Claims effected without its consent. After notice from the Indemnitor to the Indemnitee of its election to assume the defense of a Claim, the Third Party Claim Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnitee for any fees of other counsel or settlement negotiations any other expenses with respect to the defense of such claim, except as otherwise provided in this Section 10.3(b) with respect to possible conflicts of interest between the Indemnitee and Indemnitor’s counsel. If the Indemnitor fails to notify the Indemnitee that the Indemnitor will assume the defense of such Claim within 30 calendar days after delivery by the Indemnitee of the Claim Notice (or such shorter time as may be required in order to respond timely to a Third Party Claim. However), except with the Indemnitee will (upon delivering notice to such effect to the Indemnitor) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnitor and Indemnitor shall reimburse the Indemnitee for the reasonable expenses of counsel engaged by Indemnitee to defend such Claim; provided, however, that, in such event, the Indemnitee shall not settle or compromise any claim without the prior written consent of the Sellers’ AgentIndemnitor, which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. The Person undertaking the defense, and which shall be deemed to have been given unless compromise or settlement of the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, claim will keep the amount paid in other Parties reasonably informed of the settlement or resolution progress of any such claim to defense, compromise or settlement and the third-party claimant Indemnitor and Indemnitee shall not be determinative cooperate in all reasonable respects with the trial and defense of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionClaim.

Third Party Claims. In the event that Acquiror becomes aware If Parent receives written notice of a third-party Action which constitutes claim that Parent believes may result in a matter for which either Liability Claim by or on behalf of an Indemnified Person, Parent will notify the Representative of such third-party claim as set forth in Section 7.6 and provide the Representative the opportunity to participate at the Representative’s own cost in, but not direct or conduct, any defense of such claim. The Representative will not be provided such opportunity to the extent that Parent determines that such participation could result in the loss of (a) an any attorney-client privilege or right under the work-product doctrine of Parent or any Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 Person, or (b) if determined adversely to Acquiror or any other Indemnified Personcoverage under the R&W Insurance Policy, would provide a basis for a claim for indemnification under any in each case in respect of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”. The Representative’s participation will be subject to Parent’s right to control such defense and Section 7.11(f), Acquiror shall . Parent will have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate inclaim, but not to determine or conduct, any defense of if the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with is without the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by AcquirorRepresentative, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall will not be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In If the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) Representative consents to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and then neither the Sellers’ Agent Representative nor the Sellers shall any Indemnifying Party will have any power or authority to object under Section 7.7(b) to the amount or any other provision validity of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers for indemnity with respect to such settlement. The Representative will be deemed to have been given consent to a settlement if the Representative has not objected within 20 days after a written request for consent to such settlement by Parent. Notwithstanding any other provision of this Agreement, any costs and expenses of investigation or resolutiondefense, including court costs and reasonable attorneys’ fees, incurred or suffered by the Indemnified Persons in connection with any third-party claim alleging matters that would constitute the failure of a representation or a breach of warranty to be true and correct or be the basis of a claim for any other matter specified in Section 7.3, whether or not it is ultimately determined that there was such a failure to be true and correct or basis for a claim, will constitute Losses subject to indemnification under Section 7.3.

Third Party Claims. In the case of third party claims, such notice shall in any event be given within 10 days of the filing or assertion of any claim against the party identified hereunder (the "Indemnitee") stating the nature and basis of such claim; provided, however, that Acquiror becomes aware of a third-any delay or failure to notify any party Action which constitutes a matter for which either providing indemnification hereunder (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (jthe "Indemnitor") of Section 7.2 any claim shall not relieve it from any liability except to the extent that the Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or clauses (a) through (e) failure to notify. In the case of Section 7.3 (each third party claims, the Indemnitor shall, within a reasonable period under the circumstances but in any event not more than 20 days after receipt by the Indemnitor of notice of such claim, a “Third Party Claim”)notify the Indemnitee of its intention to assume the defense of such claim. If the Indemnitor assumes the defense of the claim, Acquiror the Indemnitor shall have the right in its sole discretion and obligation (a) to conduct and control any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In the event an Indemnitor shall be actively defending any claim, the Indemnitee shall not make any settlement of such claim without the written consent of the Indemnitor and shall accept any settlement thereof recommended by the Indemnitor so long as the amount of the claim and all costs and expenses of the Indemnitee in connection therewith are paid or discharged in full by the Indemnitor and the settlement imposes no other burden on the Indemnitee. If the Indemnitor shall not assume the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have claim or litigation resulting therefrom, the right to receive copies of all pleadings, notices and communications with respect to Indemnitee may defend against any Third Party Claim to such claim or litigation in such manner as it may deem appropriate but the extent that receipt of Indemnitee may only settle such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine claim or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except litigation with the consent of the Sellers’ AgentIndemnitor, which shall consent cannot be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror Purchaser becomes aware of a thirdclaim by a third party (other than a claim with respect to Taxes, which shall instead be governed by Section 7.5(d) or a claim with respect to the Specified Litigation) (a “Third-party Action which constitutes a matter for which either (aParty Claim”) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for that Purchaser in good faith reasonably believes may result in a claim for indemnification under any Indemnifiable Damages by or on behalf of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claima Purchaser Indemnified Party, a “Third Party Claim”), Acquiror Purchaser shall have the right in its sole discretion to conduct conduct, by counsel or other representatives of its own choosing, the defense of and and, solely with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), to settle or resolve any such Third Third-Party Claim (and the costs and expenses incurred by Purchaser in connection with such defense, settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages if Purchaser shall be entitled to receive indemnification pursuant to a claim made hereunder with respect to such Third-Party Claim. The Sellers’ Agent Seller shall have the right to receive copies of all pleadings, notices and communications with respect to any Third such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Purchaser and to the extent permitted by Applicable Law. Seller shall be entitledhave the right, at its expensecost, to participate in, but not to determine or conduct, any in the defense of the Third any Third-Party Claim or settlement any action related to such Third-Party Claim (including any discussions or negotiations with respect to the Third Party Claim. However, except in connection with the consent of the Sellers’ Agentsettlement, which shall not be unreasonably withheld, delayed adjustment or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such mattercompromise thereof). In the event that the Sellers’ Agent Seller has consented in writing to the amount of any settlement or resolution by Purchaser of any such claim (such consent not to be unreasonably withheld, conditioned or is deemed delayed) or if Seller shall have been determined to have consented pursuant unreasonably withheld, conditioned or delayed its consent to the preceding sentence) to amount of any such settlement or resolution, such consent or deemed consent Seller shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII IX to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Purchaser Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Party for indemnity with respect to such settlement or resolution. With respect to a claim by a third party with respect to the Specified Litigation (a “Specified Third-Party Claim”), Seller shall have the right in its sole discretion to conduct, by counsel or other representatives of its own choosing, the defense of and to settle or resolve such Specified Third-Party Claim; provided that Purchaser’s consent shall be required in connection with any such settlement that imposes obligations on Purchaser or its Affiliates that are not indemnifiable by Seller under this Article IX. Purchaser shall have the right to receive copies of all pleadings, notices and communications with respect to such Specified Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to Seller and to the extent permitted by Applicable Law.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 If any investigation, action or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 proceeding (each a "Proceeding") is initiated against any Indemnitee by any third party and such claimIndemnitee intends to seek indemnification from an Indemnitor under this Article on account of its involvement in such Proceeding, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any then such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim Indemnitee will give prompt notice to the extent applicable Indemnitor of such Proceeding; provided, that the failure to so notify such Indemnitor will not relieve such Indemnitor of its obligations under this Article, but will reduce such obligations by the amount of Losses or increased costs and expenses attributable to such failure to give notice. Upon receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitlednotice, such Indemnitor will diligently defend against such Proceeding on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, that if such Indemnitor fails to diligently defend or refuses to conduct such defense, or such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that its interests in such Proceeding are adverse to such Indemnitor's interests, then such Indemnitee may defend against such Proceeding at such Indemnitor's expense. Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense, to participate in, but and will not to determine or conduct, settle any defense of Proceeding without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior consent of the Sellers’ Agentother, which shall consent will not be unreasonably withheld; provided, delayed that the consent of an Indemnitor is not required if such Indemnitor failed or conditioned, and which shall be deemed refused to have been given unless defend the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Indemnitee in the settlement or resolution Proceeding that is being settled. Such Indemnitor and Indemnitee will cooperate with each other in the conduct of any such claim Proceeding, including without limitation making available any non-privileged documents and materials in its possession that may be necessary to the third-defense of such claim or proceeding keeping the other party claimant shall not be determinative informed of the existence of or amount of Indemnifiable Damages all material developments and events relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionProceeding.

Third Party Claims. In the event that Acquiror Indemnitee becomes aware of a third-party Action claim which constitutes a matter for which either (a) an Indemnified Person is entitled Indemnitee believes give rise to indemnification under Section 7.2 or Section 7.3 or this ARTICLE IX (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror Indemnitee shall have the right in its sole discretion to conduct the defense promptly notify Indemnitor of and to settle or resolve any such Third Party Claim; provided, however, that the failure to give prompt notice shall not affect the indemnification provided hereunder except to the extent Indemnitor has been actually prejudiced as a result of such failure. The Sellers’ Agent shall have the right to receive copies notice of all pleadings, notices and communications with respect to any Third Party Claim shall include, based on the information then available to Indemnitee, a summary in reasonable detail of the extent that receipt basis for the claim and a reasonable estimate of such documents does not affect any privilege relating to any Indemnified Person and the Damages. Indemnitor shall be entitled, at its own expense, to participate intherein; provided, but not to determine or conducthowever, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent Indemnitee shall have objected within fifteen (15) days after a written request for such consent by Acquirorfull control over the litigation, the amount paid in the including settlement or resolution of and compromise thereof; provided, further that any such claim to the third-party claimant settlement shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matterclaim, except with the consent of Indemnitor, which consent shall not be unreasonably withheld or delayed and which consent shall be deemed to have been given unless Indemnitor shall have objected within thirty (30) days after a written request for such consent by Indemnitee. In the event that the Sellers’ Agent Sole Shareholder has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionof a Third Party Claim, such consent or deemed consent the Sole Shareholder shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) 9.4 or any other provision of this Article VII ARTICLE IX to any claim by an Parent or Merger Sub for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person offset against the Indemnity Escrow Shares amounts payable to Sole Shareholder or directly against such Sellers with respect to for indemnity in the amount of such settlement or resolution(including, without limitation, pursuant to Section 9.4).

Third Party Claims. In Promptly after the event that Acquiror becomes aware assertion by any third party of a third-party Action which constitutes a matter any claim against any Indemnitee that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Damages for which either (a) an Indemnified Person is such Indemnitee would be entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely pursuant to Acquiror or any other Indemnified Personthis Agreement, would provide a basis for a claim for such Indemnitee shall deliver to the Indemnitor from whom such indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each could be sought an Damages Certificate with respect to such claim, a “Third Party Claim”)and such Indemnitor may, Acquiror shall have the right in at its sole discretion to conduct option, assume and control the defense (including any settlement thereof) of the Indemnitee against such claim. Any Indemnitee shall receive notice of the status, any current developments and to settle management of the claims, and prior written notice of any proposed settlement or resolve any conclusion of such Third Party Claim. The Sellers’ Agent claim, and shall have the right to receive copies of all pleadingsemploy separate counsel in any such action or claim and to participate in the defense thereof, notices but the fees and communications with respect to any Third Party Claim to the extent that receipt expenses of such documents does counsel shall not affect any privilege relating to any Indemnified Person and be an expense of the Indemnitor unless (i) the Indemnitor shall be entitledhave failed, at its expensewithin a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to participate in, but not to determine or conduct, any assume the defense of such claim, or (ii) the Third Party Claim employment of such counsel has been specifically authorized by the Indemnitor. If there is a final judgment against an Indemnitee under this Agreement in any such action, or if there is a settlement negotiations with respect to the Third Party Claim. However, except of any such action effected with the consent of the Sellers’ Agentsuch Indemnitor, which shall not be unreasonably withheldsuch Indemnitor shall, delayed or conditionedsubject, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution case of any such claim claims for indemnification against the Seller, to the third-party claimant shall not be determinative provisions of SECTION 9.1, and, in the existence case of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant claims for indemnification against Buyer, to the preceding sentence) to provisions of SECTION 9.2, indemnify and hold harmless each Indemnitee from and against any Damages by reason of such settlement judgment or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror any legal proceeding shall be instituted, or any other Indemnified Personclaim or demand shall be asserted, would provide a basis for a claim for indemnification under by any third party in respect of clauses (a) through (j) which indemnity may be sought by either party pursuant to the provisions of Section 7.2 or clauses (a) through (e) this Agreement, the Indemnitee, with reasonable promptness after obtaining knowledge of Section 7.3 (each such proceeding, claim, a “Third Party Claim”)or demand shall give written notice thereof to the Indemnitor, Acquiror who shall have then engage counsel of its choice in connection with such matter, which counsel shall be reasonably satisfactory to the right in its sole discretion to conduct the defense of Indemnitee, and to defend against, negotiate, settle or resolve otherwise deal with any such Third Party Claim. The Sellers’ Agent shall have proceeding, claim or demand; provided, however, that without the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior written consent of the Sellers’ AgentIndemnitee, which consent shall not be unreasonably withheld, delayed the Indemnitor shall not consent to the entry of any judgment in or conditionedagree to any settlement of any such matters; further provided, that the Indemnitee may retain counsel, at its own expense, to represent it and participate in connection with any such proceeding or claim or demand. Failure by the Indemnitor to commence defending any proceeding, claim or demand with respect to which indemnity is sought within thirty (30) days after notice thereof shall be deemed to have been given unless by the Sellers’ Agent Indemnitee shall have objected within fifteen (15) days after be a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative breach of the existence of Indemnitor's obligations hereunder. The Indemnitor shall take or amount of Indemnifiable Damages relating cause to be taken all steps necessary in connection with such defense, and the Indemnitee shall in all events be entitled to indemnity with respect to such matter, as provided in this Agreement. In the event that the Sellers’ Agent has consented (Indemnitor breaches its obligations hereunder by failing to defend any proceeding, claim or demand with respect to which indemnity is deemed to have consented pursuant to sought, the preceding sentence) to Indemnitee may defend against, settle or otherwise deal with any such settlement proceeding, claim or resolution, demand in such consent or deemed consent matter as it may in its good faith discretion deem appropriate and the Indemnitor shall be final and binding on the Sellers’ Agent and the Sellers liable for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers indemnification with respect to such matter, including without limitation the reasonable costs of such defense, as provided in this Agreement. In the event of any proceeding, claim or demand by a third party with respect to which a claim for indemnification is made hereunder, the parties hereto agree that they will cooperate fully with each other in connection with the defense or settlement or resolutionof such matter.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a thirdclaim by a third party (a “Third-party Action which constitutes Party Claim”) that Acquirer in good faith believes may result in a matter claim for which either (a) Indemnifiable Damages by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Third-Party Claim. The SellersHolders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Person, subject to execution by the Holders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. However, Acquirer shall be entitled, at have the right in its expense, to participate in, but not sole discretion to determine or conduct, any and conduct the defense of any Third-Party Claim and the Third settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Holders’ Agent and its Affiliates may not participate in any Third-Party Claim or settlement any action related to such Third-Party Claim (including any discussions or negotiations in connection with respect the settlement, adjustment or compromise thereof). In the event that the Holders’ Agent has consented to the Third Party Claim. However, except with the amount of any settlement or resolution by Acquirer of any such claim (which consent of the Sellers’ Agent, which shall not be unreasonably withheld, conditioned or delayed or conditioned, and which consent shall be deemed to have been given unless the SellersHolders’ Agent shall have objected within fifteen (15) 30 days after a written request for such therefor by Acquirer), or if the Holders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent by Acquiror, to the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersHolders’ Agent nor any Converting Securityholder shall, subject to the Sellers shall limitations set forth in this Article VIII, have any power or authority to object under Section 7.7(b) or any other provision of this Article VII VIII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Holdback Shares or directly against such Sellers Fund for indemnity with respect to such settlement or resolution, it being understood that, without the consent of the Holders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed), such settlement or resolution by Acquirer shall not be dispositive of the existence of an indemnifiable claim or the amount of Indemnifiable Damages.

Third Party Claims. In the event that Acquiror becomes aware case of any third party Action as to which indemnification is sought by an Indemnitee, the Indemnitor shall have 20 Business Days after receipt of a third-party Claim Notice to notify the Indemnitee that it elects to conduct and control such Action. If the Indemnitor elects to conduct and control such Action, the Indemnitor shall promptly reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Personby the Indemnitor. If the Indemnitor does not give the foregoing notice, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitee shall have the right right, at the sole expense of the Indemnitor, to conduct, control, settle and compromise such Action, and the Indemnitor shall cooperate with the Indemnitee in its sole discretion connection therewith, provided, that the Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the defense Indemnitor, but the fees and expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor gives the foregoing notice, subject to the first and to settle or resolve any such Third Party Claim. The Sellers’ Agent second sentences of this Section 9.7, the Indemnitor shall have the right right, at the sole expense of the Indemnitor, to receive copies conduct and control such Action with counsel reasonably acceptable to the Indemnitee, and the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of all pleadingssuch counsel shall be borne by the Indemnitee, notices and communications (y) the Indemnitor may not compromise or settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person and such compromise or settlement will have no effect on any other claims that may be made against the Indemnitee, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any Third Party Claim to the extent that receipt of compromise or settlement and (iv) such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense settlement includes an unconditional release in favor of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent Indemnitee by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for from all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers liability with respect to such settlement claim. In the case of any third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their reasonable best efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolutionotherwise dealing with such claims, notwithstanding any dispute as to liability under this Article IX.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Any Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for making a claim for indemnification under any of clauses this Section 5.2 (aan “Indemnitee”) through shall notify the indemnifying party (jan “Indemnitor”) of Section 7.2 the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or clauses other claim (aa “Proceeding”) through against it (e) of Section 7.3 (each such if by a third party), describing the claim, a “Third Party Claim”), Acquiror the amount thereof (if known and quantifiable) and the basis thereof; provided that the failure to so notify an Indemnitor shall have not relieve the right Indemnitor of its obligations hereunder unless and to the extent the Indemnitor shall be actually prejudiced by such failure to so notify. Any Indemnitor shall be entitled to participate in its sole discretion to conduct the defense of such Proceeding giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim at its option (subject to the extent limitations set forth below) shall be entitled to assume the defense thereof (including as it relates to the posting of any bond or the making of any guarantee in connection with such defense) by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that receipt prior to the Indemnitor assuming control of such documents does not affect any privilege relating defense, Indemnitor shall first reasonably demonstrate to any Indemnified Person and shall be entitled, at its expense, the Indemnitee in writing (A) the Indemnitor’s financial ability to participate in, but not provide full indemnification to determine or conduct, any defense of the Third Party Claim or settlement negotiations Indemnitee with respect to the Third Party Claim. However, except with the consent estimated amount of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages Loss relating to such matter. In Proceeding (determined in good faith based upon all of the information pertaining to the Proceeding available at such time and after giving effect to any applicable limitations on indemnification in Section 5.2(d)) and (B) that, assuming the Indemnitor were to become obligated to indemnify the Indemnitee hereunder in respect of the estimated amount of the Loss relating to such Proceeding (determined in good faith based upon all of the information pertaining to the Proceeding available at such time), the Indemnitor (after giving effect to any applicable limitations on indemnification in Section 5.2(d)) would be responsible for more of the Loss than the Indemnitee in the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant such Proceeding were determined in an adverse manner to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent Indemnitor and the Sellers for all purposes hereunder Indemnitee; and not subject to appealprovided, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyersfurther, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.that:

Third Party Claims. An Indemnitee shall give the Indemnitor notice of any matter which an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (an “Indemnified Claim”) within sixty (60) days of such determination, stating the amount of the Losses, if known, the method of computation thereof, and containing a reference to the provisions of this Agreement from which such right of indemnification is claimed or arises. If the Indemnitor acknowledges in writing that its obligation to indemnify the Indemnitee hereunder against any Losses that may result from such Indemnified Claim, then the Indemnitor shall be entitled to assume and control the defense of such Indemnified Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitee within five (5) days of the receipt of such notice from the Indemnitee. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have Indemnitor exercises the right to receive copies of all pleadingsundertake any such defense against any such Indemnified Claim as provided above, notices the Indemnitee shall cooperate with the Indemnitor in such defense and communications with respect to any Third Party Claim make available to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledIndemnitor, at its the Indemnitor’s expense, to participate inall witnesses, but not to determine pertinent records, materials and information in the Indemnitee’s possession or conductunder the Indemnitee’s control relating thereto as is reasonably required by the Indemnitor. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Indemnified Claim, the Indemnitor shall cooperate with the Indemnitee in such defense of the Third Party Claim or settlement negotiations with respect and make available to the Third Party ClaimIndemnitee, at the Indemnitor’s expense, all such witnesses, records, materials and information in the Indemnitor’s possession or under the Indemnitor’s control relating thereto as is reasonably required by the Indemnitee. However, except with No such Indemnified Claim may be settled by the Indemnitor without the prior written consent of the Sellers’ Agent, Indemnitee which shall not be unreasonably withheld. If the Indemnitor fails to acknowledge its indemnity obligation within the time period provided above then the Indemnitee may undertake its own defense without waiving its right to seek indemnity hereunder, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution including reimbursement of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including defense costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionincurred.

Third Party Claims. In case of any Claim or suit by a third party or by any government body, or any legal, administrative or arbitration proceedings with respect to which Indemnitor may have liability under the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is indemnity agreement contained in this Section 12, Indemnitor shall be entitled to indemnification under Section 7.2 participate therein, and, to the extent desired by Indemnitor, to assume the defense thereof, and after notice from Indemnitor to Indemnitee of the election so to assume the defense thereof. Indemnitor will not be liable to Indemnitee for any legal or Section 7.3 other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation, unless Indemnitor does not actually assume the defense thereof following notice of such election or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitee shall have the right reasonably concluded that there may be defenses available to Indemnitee which are different from or additional to those available to Indemnitor (in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent which case Indemnitor shall not have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to direct the extent that receipt defense of such documents does not affect action on behalf of the Indemnitee), in any privilege relating to any Indemnified Person of which events such fees and expenses shall be entitled, at its expense, borne by Indemnitor. The parties will render each other such assistance as may reasonably be required of each other in order to participate in, but not to determine or conduct, any insure proper and adequate defense of the Third Party any such suit, Claim or proceeding. Indemnitee will not make any settlement negotiations with respect of any Claim which might give rise to liability of Idemnitor under the Third Party Claim. However, except with indemnity agreements contained in this Article 12 without the written consent of the Sellers’ AgentIndemnitor, which consent shall not be unreasonably withheld, delayed . If Indemnitor shall desire and be able to effect a bona fide compromise or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating consent to such matter. In the event that the Sellers’ Agent has consented (compromise or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object then Indemnitor's liability under this Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers 12 with respect to such suit, Claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the date on which Indemnitee has refused to consent to such compromise or resolutionsettlement.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 If any investigation, action or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 proceeding (each such claim, a “Third Party ClaimProceeding”) is initiated against any Seller Indemnitee by any third party and such Seller Indemnitee intends to seek indemnification from the Sellers (each an “Indemnitor”), Acquiror shall have as applicable, under this Article on account of its involvement in such Proceeding, then such Indemnitee will give prompt notice to the right in its sole discretion applicable Indemnitor of such Proceeding; provided, that the failure to conduct the defense of and to settle or resolve any so notify such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadingsIndemnitor will not affect such Indemnitor’s obligations under this Article, notices and communications with respect to any Third Party Claim except to the extent that the Indemnitor is prejudiced thereby. Upon receipt of such documents does not affect any privilege relating notice, such Indemnitor may undertake and control the defense against such Proceeding if the Indemnitor admits that it has an indemnification obligation hereunder in which case such Indemnitor will diligently defend against such Proceeding on behalf of such Seller Indemnitee using counsel reasonably acceptable to any Indemnified Person such Seller Indemnitee and shall be entitledwill pay all costs, at its expenseexpenses, to participate indamages, but not to determine or conductjudgments, any defense of awards, penalties and assessments incurred in connection therewith. With the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior written consent of the Sellers’ AgentSeller Indemnitee, the Indemnitor may defend against such Proceeding without admitting that it has an indemnification obligation hereunder, provided, in each case that if such Indemnitor fails or refuses to conduct such defense, then such Seller Indemnitee may defend against such Proceeding at such Indemnitor’s expense. Such Indemnitor or Seller Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense, and will not settle any Proceeding without the prior consent of the other, which shall consent will not be unreasonably withheld; provided, delayed that the consent of an Indemnitor is not required if such Indemnitor failed or conditioned, and which shall be deemed refused to have been given unless defend the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Seller Indemnitee in the settlement or resolution Proceeding that is being settled. Such Indemnitor and Seller Indemnitee will cooperate with each other in the conduct of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionProceeding.

Third Party Claims. In the event that Acquiror Purchaser becomes aware of a third-party Action claim which constitutes Purchaser believes may result in a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Persondemand against the Indemnification Escrow Fund, would provide a basis for a claim for indemnification under any Purchaser shall promptly notify the Shareholders’ Representative of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”and the Shareholders’ Representative, as representative for the Shareholders, shall be entitled, at his expense (which expense shall pursuant to and subject to the limitations set forth in Section 1.7(f) be payable out of the Indemnification Escrow Fund), Acquiror to participate in any defense of such claim. If the amount in controversy in connection with any third-party claim shall be less than the value of the Indemnification Escrow Consideration remaining in the Indemnification Escrow Fund (determined in accordance with Section 8.2(d)) and the Shareholders’ Representative acknowledges in writing to Purchaser that if the allegations in such claim are in fact true then any liability arising from the adjudication or other settlement of such claim would be for the account of the Shareholders and would be a valid claim against the Indemnification Escrow Fund, then the Shareholders’ Representative shall be entitled to assume the defense of such claim and, if at the time any settlement of such claim shall be proposed, the amount in controversy shall continue to be less than the value of the Indemnification Escrow Consideration remaining in the Indemnification Escrow Fund (determined in accordance with Section 8.2(d)), shall have the power to settle such claim in an amount not to exceed such remaining value. If the Shareholders’ Representative is not entitled to or chooses not to assume the defense of any such claim, Purchaser shall consult with and attempt to solicit the consent of the Shareholders’ Representative prior to and in connection with any settlement of any such claim, but Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim. The Sellers’ Agent shall have the right to receive copies of all pleadingsIf any such claim is, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledhowever, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with settled without the consent of the SellersShareholders’ Agent, which shall not be unreasonably withheld, delayed or conditioned, Representative and which shall be deemed Purchaser seeks to have been given unless recover the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent amount of the settlement by Acquirorclaiming against the Indemnification Escrow Fund, the amount paid in the settlement or resolution of any such claim to the with third-party claimant claimants shall not alone be determinative of the existence of or amount of Indemnifiable Damages relating to any claim against the Indemnification Escrow Fund and the Shareholders’ Representative may dispute such matteramount through the process provided by Section 8.2(j). In the event that the SellersShareholders’ Agent Representative has consented (or is deemed to have consented pursuant to the preceding sentence) in writing to any such settlement or resolutionand acknowledged that the claim by Purchaser is a valid claim against the Indemnification Escrow Fund, such consent or deemed consent shall be final and binding on the SellersShareholders’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers Representative shall have any no power or authority to object under Section 7.7(b) or any other provision of this Article VII VIII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person Purchaser against the Indemnity Indemnification Escrow Shares or directly against such Sellers Fund with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that Acquiror becomes aware of If a thirdclaim by a third party (a “Third-party Action which constitutes a matter for which either (aParty Claim”) is made against an Indemnified Person is entitled Indemnitee, and if such Indemnitee intends to indemnification seek indemnity with respect thereto under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person9.03(b), would provide a basis for a claim for indemnification under any such Indemnitee shall promptly notify the Borrower of clauses (a) through (j) the institution of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror action or proceeding and the Borrower shall thereupon be entitled to participate in the defense thereof and shall have the right in right, at its sole discretion option, to conduct assume the defense thereof including the employment of counsel (reasonably satisfactory at all times to such Indemnitee) and payment of expenses. Once the Borrower has assumed the defense of and to settle or resolve any such Third Party Claimclaim, action or proceeding, the Borrower shall no longer be liable to any such Indemnitee for any expenses subsequently incurred thereby in connection therewith except to the extent provided for in the next sentence. The Sellers’ Agent Such Indemnitee shall have the right to receive copies employ its own counsel, but the fees and expenses of all pleadingssuch counsel shall be for the account of such Indemnitee unless (x) the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such claim, notices action or proceeding, or (y) such Indemnitee concludes on the basis of advice of counsel that there are legal defenses available to it which are different from or in addition to those available to the Borrower and communications such different or additional defenses conflict therewith or that there are claims against the Indemnitee which are different to those against the Borrower. If the Borrower so chooses Credit Agreement to assume the defense it shall do so promptly and diligently. So long as the Borrower is reasonably contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim without thereby waiving its right to indemnity therefor by the Borrower. Notwithstanding the foregoing, if the Borrower does not notify the Indemnitee in writing within 30 days after the receipt of the Indemnitee’s written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnitee 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 Borrower shall not, except with the written consent of the Indemnitee, 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 Borrower, (C) the Indemnitee shall have no liability with respect to any Third compromise or settlement of such Third-Party Claim Claim, and (D) the compromise or settlement provides to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Indemnitee and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third each Related Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for Indemnitee an unconditional release from all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers liability with respect to such settlement Third-Party Claim or resolutionthe facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under Section 9.03(b), (i) both the Indemnitee and the Borrower, 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 all stages thereof, (ii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (iii) with respect to any Third-Party Claim subject to indemnification under Section 9.03(b) the parties agree to cooperate in such a manner as to preserve in full (to the extent reasonably practicable and permitted by applicable law) the confidentiality of all confidential information and the attorney-client and work-product privileges, provided that the Borrower shall pay all expenses incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of such cooperation.

Third Party Claims. In If after the event that Acquiror becomes aware Closing Date Seller or Buyer (in either case, the "Indemnitee") shall receive notice of a third-any third party Action claim or alleged third party claim asserting the existence of any matter of the nature as to which constitutes a matter for which either the Indemnitee has been indemnified against under this Article VI by the other parties hereto (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”"Indemnitor"), Acquiror Indemnitee shall have the right promptly notify Indemnitor in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimwriting with respect thereto. The Sellers’ Agent Indemnitor shall have the right to receive copies of all pleadingsdefend against any such claim provided (i) Indemnitor shall, notices and communications with respect to any Third Party Claim to within 10 days after the extent that receipt giving of such documents does not affect any privilege relating to any Indemnified Person notice by Indemnitee, notify Indemnitee that it disputes such claim, giving reasons therefor, and shall be entitledthat Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously maintained in good faith by Indemnitor. In such event the defense may, if necessary, be maintained in the name of Indemnitee. Indemnitee may, if it so elects, designate its own counsel to participate in, but with the counsel selected by Indemnitor in the conduct of such defense at its own expense. Indemnitor shall not permit any lien or execution to determine or conduct, any defense attach to the assets of the Third Party Claim Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or settlement negotiations with respect deposits as shall be necessary to prevent the same. In any event Indemnitee shall be kept fully advised as to the Third Party Claimstatus of such defense. HoweverIf Indemnitor shall be given notice of a claim and shall fail to notify Indemnitee of its election to defend such claim within 10 days, except or after having so elected to defend such claim shall fail to institute and maintain such defense in accordance with the foregoing, or if such defense shall be unsuccessful, then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within 10 days after notice from Indemnitee requesting Indemnitor to do so. No Indemnitor shall settle any such claim without the prior written consent of the Sellers’ AgentIndemnitee, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a thirdclaim by a third party (a “Third-party Action which constitutes Party Claim”) that Acquirer in good faith believes may result in a matter claim for which either (a) Indemnifiable Damages by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror Acquirer shall have the right right, subject to this Section 8.8, in its sole discretion to conduct the defense of and to settle or resolve any such Third Third-Party ClaimClaim (and the costs and expenses incurred by Acquirer in connection with defense, settlement, resolution or enforcement in connection with such Third-Party Claim (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2). The SellersAcquirer shall keep the Members’ Agent shall have reasonably informed of all material developments relating to all Third-Party Claims, including by reasonably promptly providing the right to receive Members’ Agent with copies of all pleadings, notices and communications with respect to any Third each such Third-Party Claim Claim, in each case to the extent that receipt the provision of such documents does not affect information or any portion thereof to the Members’ Agent would not, on the advice of counsel to Acquirer, result in the loss of any legal privilege relating to for the benefit of any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to such information or portion thereof, subject to execution by the Third Party ClaimMembers’ Agent of a non-disclosure agreement reasonably acceptable to Acquirer (and, if required, such third party) to the extent that such materials contain confidential or propriety information. HoweverNotwithstanding anything to the contrary in the foregoing, except with Acquirer shall not, without the prior written consent of the SellersMembers’ Agent, enter into any settlement or compromise or consent to the entry of any judgment with respect to any Third-Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed or conditioned, and which consent shall be deemed to have been given unless the SellersMembers’ Agent shall have objected within fifteen (15) 30 days after a written request therefor by Acquirer; it being understood and agreed that the Members’ Agent will be deemed to be reasonable in withholding consent if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing that results in liability of the Converting Holdings, (B) does not include a written release by the claimant or plaintiff of each Converting Holder from all liability in respect of such Third-Party Claim or (C) imposes equitable remedies, criminal liability or any obligation on any such Company Member other than solely the payment of money damages for such consent which the Indemnified Party will be indemnified hereunder in accordance with and subject to the limitations set forth herein. Unless otherwise consented to in writing in advance by AcquirorAcquirer in its sole discretion, the amount paid Members’ Agent and its Affiliates may not participate in the settlement any Third-Party Claim or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating action related to such matterThird-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof). In the event that the SellersMembers’ Agent has consented (to the amount of any settlement or is deemed resolution by Acquirer of any such Third-Party Claim, or if the Members’ Agent shall have been determined to have consented pursuant unreasonably withheld, conditioned or delayed its consent to the preceding sentence) to amount of any such settlement or resolutionresolution of such Third-Party Claim, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersMembers’ Agent nor the Sellers any Converting Holder shall have any power or authority to object under Section 7.7(b) this Article VIII to the amount of Indemnifiable Damages related to such claim as consented to or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Fund or, if applicable, any Converting Holder for indemnity with respect to such settlement or resolution.

Third Party Claims. In 8.3.1 Promptly after the event that Acquiror becomes aware assertion by any third party of a third-party Action which constitutes a matter any claim against any person or any entity entitled to be indemnified under this Article 8 (the "Indemnitee") that, in the judgment of such Indemnitee, may result in the ----------- incurrence by such Indemnitee of Damages for which either (a) an Indemnified Person such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to the party from whom it is entitled to indemnification under Section 7.2 or Section 7.3 or be indemnified against such Damages (bthe "Indemnitor") if determined adversely to Acquiror or any other Indemnified Persona written notice describing in reasonable detail such ---------- claim and such Indemnitor may, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claimat its option, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct assume the defense of the Indemnitee against such claim (including the employment of such counsel as shall be satisfactory to such Indemnitee, and the payment of expenses). Failure to settle or resolve receive notice from Indemnitee shall not relieve Indemnitor of any such Third Party Claimliability which it might otherwise have to Indemnitee under Sections 8.1 and 8.2 hereof. The Sellers’ Agent Any Indemnitee shall have the right to receive copies employ separate counsel in any such action or claim and to participate in the defense thereto, but the fees and expenses of all pleadingssuch counsel shall not be at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, notices and communications with respect within a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized by the Indemnitor, of (iii) the named parties to any Third Party Claim such action (including any impleaded parties) include both such Indemnitee and Indemnitor and such Indemnitee shall have been advised in writing by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Indemnitor. If the Indemnitor, within a reasonable time after notice of any such third party claim, fails to defend the Indemnitee against which such claim has been asserted, the Indemnitee shall (upon further notice to Indemnitor) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnitor subject to the extent that receipt right of the Indemnitor to assume the defense of such documents does not affect claim at any privilege relating time prior to any Indemnified Person and settlement, compromise or final determination thereof. Except as otherwise herein provided, no Indemnitor shall be entitled, at its expense, liable to participate in, but not to determine indemnify any Indemnitee for any settlement of any such action or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with claim effected without the consent of the Sellers’ AgentIndemnitor, which shall not but if settled with the written consent of the Indemnitor, or if there be unreasonably withheld, delayed a final judgment for the plaintiff or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for claimant in any such consent by Acquiroraction, the amount paid in the settlement Indemnitor shall indemnify and hold harmless each Indemnitee from and against any loss or resolution of any such claim to the third-party claimant shall not be determinative of the existence of liability by reason or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionjudgment.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 If any investigation, action or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 proceeding (each such claim, a “Third Party ClaimProceeding”)) is initiated against any Indemnitee by any third party and such Indemnitee intends to seek indemnification from an Indemnitor under this Article on account of its involvement in such Proceeding, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any then such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim Indemnitee will give prompt notice to the extent applicable Indemnitor of such Proceeding; provided, that the failure to so notify such Indemnitor will not relieve such Indemnitor of its obligations under this Article, but will reduce such obligations by the amount of Losses or increased costs and expenses attributable to such failure to give notice. Upon receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitlednotice, such Indemnitor will diligently defend against such Proceeding on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, that if such Indemnitor fails to diligently defend or refuses to conduct such defense, or such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that its interests in such Proceeding are adverse to such Indemnitor’s interests, then such Indemnitee may defend against such Proceeding at such Indemnitor’s expense. Such Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense, to participate in, but and will not to determine or conduct, settle any defense of Proceeding without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior consent of the Sellers’ Agentother, which shall consent will not be unreasonably withheld; provided, delayed that the consent of an Indemnitor is not required if such Indemnitor failed or conditioned, and which shall be deemed refused to have been given unless defend the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Indemnitee in the settlement or resolution Proceeding that is being settled. Such Indemnitor and Indemnitee will cooperate with each other in the conduct of any such claim Proceeding, including without limitation making available any non-privileged documents and materials in its possession that may be necessary to the third-defense of such claim or proceeding keeping the other party claimant shall not be determinative informed of the existence of or amount of Indemnifiable Damages all material developments and events relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionProceeding.

Third Party Claims. In the event that Acquiror becomes aware of a third-party Action claim which constitutes Acquiror believes may result in a matter for which either (a) claim against the Escrow Shares by or on behalf of an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder). The SellersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the SellersStockholders’ Agent, which shall not be unreasonably withheld, delayed withheld or conditioned, and which shall be deemed to have been given unless the SellersStockholders’ Agent shall have objected within fifteen (15) 15 days after a written request for such consent by Acquiror, the amount paid in the no settlement or resolution of any such claim to the with any third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the SellersStockholders’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersStockholders’ Agent nor the Sellers former Company Stockholders shall have any power or authority to object under Section 7.7(b9.6(b) or any other provision of this Article VII IX to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror becomes aware The obligations and liabilities of Sellers hereunder with respect to a third-party Action which constitutes a matter Third Party Claim for which either (a) an Indemnified Person Indemnitee is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely pursuant to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror this Article 12 shall have be subject to the right terms and conditions set forth in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimthis Article 12. The Sellers’ Agent Sellers shall have the right to receive copies contest any Asserted Liability so long as it shall within 30 days (or sooner, if the nature of all pleadings, notices and communications with respect the Asserted Liability so requires) notify the Indemnitee of its intent to any Third Party Claim do so by sending a notice to the extent that receipt Indemnitee. Sellers shall not consent to the entry of such documents does not affect any privilege relating to judgment or enter into any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with Asserted Liability without the prior written consent of the Sellers’ AgentIndemnitee, which consent shall not unreasonably be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror. So long as Sellers are contesting any Asserted Liability, the amount paid in Indemnitee shall not consent to the settlement or resolution entry of any such claim to the third-party claimant shall not be determinative of the existence of judgment or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to enter into any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to the Asserted Liability. If Sellers elect not to contest the Asserted Liability, the Indemnitee (upon further notice to Sellers) shall have the right to pay, compromise or contest such settlement or resolutionAsserted Liability, provided that Indemnitee obtains the prior written consent of Sellers, which consent shall not unreasonably be withheld. In any event, Sellers and the Indemnitee may participate, at their own expense, in the contest of an Asserted Liability. Sellers and the Indemnitee shall cooperate fully with each other as to all Asserted Liabilities, shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability.

Third Party Claims. In the event that Acquiror becomes aware of a third-If any third party Action which constitutes a matter for which either (a) an shall notify any Shareholder Indemnified Person is entitled of any matter which may give rise to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification against the Shareholder under this Article 7, then such Shareholder Indemnified Person shall notify the Buyer thereof promptly in writing; provided, however, that no delay on the part of such Shareholder Indemnified Person in notifying the Buyer shall relieve the Buyer from any liability or obligation hereunder unless (and then solely to the extent that) the Buyer is damaged thereby. If the Buyer notifies such Shareholder Indemnified Person within 15 days after such Shareholder Indemnified Person has given notice of clauses the matter that the Buyer is assuming the defense thereof, (a) through the Buyer will defend such Shareholder Indemnified Person against the matter with counsel of its choice reasonably satisfactory to such Shareholder Indemnified Person, (jb) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right Shareholder Indemnified Person will cooperate in its sole discretion to conduct the defense of such matter and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have may retain separate co-counsel at its sole cost and expense (except that the right to receive copies Buyer will be responsible for the fees and expenses of all pleadings, notices and communications with respect to any Third Party Claim the separate co-counsel to the extent that receipt of such documents does not affect any privilege relating to any Shareholder Indemnified Person and shall be entitledconcludes reasonably that the counsel the Buyer has selected has a conflict of interest), at its expense, (c) such Shareholder Indemnified Person will not consent to participate in, but not to determine the entry of any judgment or conduct, enter into any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with matter without the prior written consent of the Sellers’ Agent, which shall Buyer (not to be unreasonably withheld, delayed or conditionedwithheld unreasonably), and which shall (d) the Buyer will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of such Shareholder Indemnified Person (not to be deemed withheld unreasonably); provided, however, that if the Buyer receives a bona fide offer of settlement providing for a general release of such Shareholder Indemnified Person from all liability with respect to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request matter solely in exchange for cash, and such Shareholder Indemnified Person does not consent by Acquiror, the amount paid in to the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating matter pursuant to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any offer, then such settlement or resolution, Shareholder Indemnified Person shall assume sole defense of such consent or deemed consent shall be final and binding on the Sellers’ Agent matter and the Sellers for all purposes hereunder and not subject to appeal, and neither indemnity obligation of the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Buyer with respect to such matter shall be limited to the amount set forth in the settlement offer. If the Buyer does not notify such Shareholder Indemnified Person within 15 days after such Shareholder Indemnified Person has given notice of the matter that the Buyer is assuming the defense thereof, however, such Shareholder Indemnified Person may defend against, or resolutionenter into any settlement with respect to, the matter in any manner it may reasonably deem appropriate.

Third Party Claims. In the event that Acquiror Purchaser becomes aware of a third-party Action claim which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for Purchaser believes may result in a claim for indemnification under any pursuant to this ARTICLE 9 by or on behalf of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claiman Indemnified Person, a “Third Party Claim”), Acquiror Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Purchaser may seek indemnification pursuant to a claim made hereunder). The Sellers’ Agent Company Shareholder shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the Sellers’ AgentCompany Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent Company Shareholder shall have objected within fifteen (15) 15 days after a written request for such consent by AcquirorPurchaser, the amount paid in the no settlement or resolution by Purchaser of any such claim that gives rise to the third-party claimant a claim by or on behalf of an Indemnified Person shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent Company Shareholder has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent the Company Shareholder shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) 9.5 or any other provision of this Article VII ARTICLE 9 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Persons for indemnity with respect to and in accordance with such consented settlement or resolution.

Third Party Claims. In order for a party (the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a“indemnitee”) an Indemnified Person is to be entitled to any indemnification provided for under Section 7.2 this Agreement in respect of, arising out of, or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for involving a claim for indemnification under or demand made by any of clauses Person against the indemnitee (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Third-Party Claim”), Acquiror such indemnitee must notify the party from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim no later than sixty (60) days after such claim or demand is first asserted, but in any event not later than the last date set forth in Section 9.2 or 9.4, as the case may be, for making such claim. Such notice shall state in reasonable detail the amount or estimated amount of such claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties or covenants in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the right indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. If a Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to participate, at its sole discretion to conduct expense, in the defense of thereof. Notwithstanding the foregoing, if the indemnitor irrevocably admits to the indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to settle or resolve any such Third Third-Party Claim, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor. The Sellers’ Agent If the indemnitor assumes such defense, the indemnitee shall have the right to receive copies of all pleadings, notices participate in the defense thereof and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledemploy counsel, at its own expense, to participate inseparate from the counsel employed by the indemnitor, but not to determine or conduct, any it being understood that the indemnitor shall control such defense. If the indemnitor so assumes the defense of any Third-Party Claim, all of the Third indemnified parties shall cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor 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 material provided hereunder. If the indemnitor has assumed the defense of a Third-Party Claim, (i) the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim or settlement negotiations with respect to without the Third Party Claim. However, except with the indemnitor’s prior written consent of the Sellers’ Agent, (which consent shall not be unreasonably withheldwithheld or delayed); (ii) the indemnitee shall agree to any settlement, delayed compromise or conditioneddischarge of a Third-Party Claim that the indemnitor may recommend and that by its terms releases the indemnitee from any liability in connection with such Third-Party Claim; and (iii) the indemnitor shall not, and which shall be deemed without the written consent of the indemnitee, enter into any settlement, compromise or discharge or consent to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution entry of any such claim to judgment that imposes any obligation or restriction upon the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionindemnitee.

Third Party Claims. In Within fifteen (15) Business Days after an Indemnitee receives written notice of any third party claim or the event commencement of any action by any third party which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article VII, notify such Indemnitor in writing in reasonable detail of such claim or action and include with such notice copies of all notices and documents (including court papers) served on or received by the Indemnitee from such third party. Upon receipt of such notice, the Indemnitor shall be entitled to participate in such claim or action, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, and to settle or compromise such claim or action, provided that Acquiror becomes aware such settlement or compromise shall be effected only with the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, if (i) the settlement is other than for monetary damages, and the remedies, in the Indemnitees’s reasonable judgment, could adversely affect it, or (ii) the Indemnitor has not agreed that the claim with respect thereto is a third-party Action fully indemnifiable claim hereunder, or (iii) the Indemnitee has elected to be represented by separate counsel pursuant to clauses (i)-(iii) in the following sentence. After notice to the Indemnitee of the Indemnitor’s election to assume the defense of such claim or action (which constitutes a matter for which either (a) notice shall include an Indemnified Person acknowledgement that the Indemnitee is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis hereunder for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror the Indemnitor shall have not be liable to the right Indemnitee under this Article VII for any legal or other expenses subsequently incurred by the Indemnitee in its sole discretion to conduct connection with the defense thereof other than reasonable costs of and to settle or resolve any such Third Party Claim. The Sellers’ Agent investigation, unless the Indemnitee employs separate counsel, which it shall have the right to receive copies of all pleadingsdo if either (i) such claim or action involves remedies other than monetary damages and such remedies, notices in the Indemnitee’s reasonable judgment, could adversely affect such Indemnitee, (ii) the Indemnitee may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnitor, or (iii) such claim or action is brought by a Governmental Authority, and communications with respect to in any Third Party Claim to such event the extent that receipt fees and expenses of such documents separate counsel shall be paid by the Indemnitor. If the Indemnitor does not affect any privilege relating elect to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any assume the defense of the Third Party Claim such claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected action within fifteen (15) days after Business Days of the Indemnitee’s delivery of notice of such a claim or action by delivery of a written request for such consent by Acquirornotice assuming control of the defense, the amount paid Indemnitee shall be entitled to assume the defense thereof. Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Article VII, the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such claim or action without the settlement consent of the Indemnitor, which consent shall not be unreasonably withheld or resolution delayed. The Parties hereto agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or action, including making employees available on a mutually convenient basis to the third-party claimant shall not be determinative provide additional information and explanation of the existence of any relevant materials or amount of Indemnifiable Damages to testify at any proceedings relating to such matter. In the event that the Sellers’ Agent has consented (claim or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionaction.

Third Party Claims. In the event that Acquiror Buyer becomes aware of a third-party Action claim which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for Buyer in good faith believes may result in a claim for indemnification under any this Article VII by or on behalf of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claima Buyer Indemnified Person, a “Third Party Claim”), Acquiror Buyer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the reasonable costs and expenses incurred by Buyer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Buyer may seek indemnification pursuant to a claim made hereunder). The Sellers’ Agent Representative shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Buyer Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the Sellers’ AgentRepresentative, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent Representative shall have objected within fifteen twenty (1520) days after a written request for such consent by AcquirorBuyer, the amount paid in the no settlement or resolution by Buyer of any such claim that gives rise to the third-party claimant a claim for indemnification by or on behalf of a Buyer Indemnified Person shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent Representative has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent the Representative shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) 7.5 or any other provision of this Article VII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Buyer Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers otherwise for indemnity with respect to such settlement or resolution.

Third Party Claims. In (i) Upon receipt of written notice from the event that Acquiror becomes aware Indemnitee of a third-party Action Claim, the Indemnitor may provide counsel (such counsel subject to the consent of the Indemnitee, which constitutes a consent shall not be unreasonably withheld) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. If the Indemnitor assumes such defense, the Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim at the sole cost of the Indemnitee. After notice from the Indemnitor to the Indemnitee of the Indemnitor's election to assume the defense, compromise or settlement of such Claim, the Indemnitor shall not, as long as it diligently conducts such defense, be liable to the Indemnitee for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror any fees of other counsel or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion expenses with respect to conduct the defense of and to settle such Claim, in each case subsequently incurred by the Indemnitee in connection with the defense, compromise, or resolve any such Third Party settlement of the Claim. The Sellers’ Agent Indemnitor shall have the right to receive copies elect to settle any Claim for monetary damages only without the Indemnitee's consent, if the settlement includes a complete release of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents Indemnitee. If the settlement does not affect any privilege relating include such a release, it will be subject to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ AgentIndemnitee, which consent shall not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of unreasonably withheld. If the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against Claim results in a judgment or settlement, the Indemnity Escrow Shares Indemnitor shall promptly pay such judgment or directly against such Sellers with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that Acquiror becomes aware of Except as provided in Section 7.3(d), in case any action is brought by a third-third party Action against any Indemnitee with respect to which constitutes a matter for which either (a) an Indemnified Person such Indemnitee is entitled to indemnification under hereunder and notice of such action to the Indemnitor has been given pursuant to Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”7.3(a), Acquiror shall have the right in its sole discretion Indemnitor will be entitled to conduct participate therein, and to the extent it may elect by written notice delivered to the Indemnitee within thirty days after receiving the aforesaid notice from such Indemnitee, to assume the defense of and thereof with counsel reasonably satisfactory to settle or resolve such Indemnitee. Such Indemnitee shall cooperate with respect to any such Third Party Claimparticipation or defense. The Sellers’ Agent Notwithstanding the foregoing, the Indemnitee shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at employ its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid own counsel in the settlement or resolution of any such claim to case but the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch counsel shall be at the expense of such Indemnitee, experts and other professionalsunless (i) the employment of such counsel shall have been authorized in writing by the Indemnitor, (ii) the Indemnitor shall not have employed counsel reasonably satisfactory to such Indemnitee to have charge of the defense of such action within thirty days after notice of commencement of the action, or (iii) such Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be defenses available to it which are different from or additional to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Indemnitee with respect to such different defenses), in any of which events such fees and expenses of one additional counsel shall be borne by the Indemnitor. Notwithstanding anything in this Article 7 to the contrary, an Indemnitor shall not be liable for any settlement of any claim or resolutionaction effected without its written 42 consent; provided, however, that such consent is not unreasonably withheld. Upon payment of indemnification by the Indemnitor, the Indemnitee, if requested in writing by the Indemnitor, will assign to Indemnitor its right against any applicable account debtor or other responsible party to the extent of the indemnification payment.

Third Party Claims. In order for a party (the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a“indemnitee”) an Indemnified Person is to be entitled to any indemnification provided for under Section 7.2 this Agreement with respect to, arising out of or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for involving a claim for indemnification under or demand made by any of clauses third party against the indemnitee (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Third-Party Claim”), Acquiror such indemnitee must notify the party from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim no later than thirty (30) days after such claim or demand is first asserted. Such notice shall state in reasonable detail the amount or estimated amount of such claim, and shall identify the specific basis (or bases) for such claim, including the representations, warranties, covenants or obligations in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder, except and only to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the right indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in its sole discretion connection therewith. The indemnitor may elect to conduct assume and control the defense of and a Third-Party Claim with counsel selected by the indemnitor by providing written notice thereof to settle or resolve any the indemnitee within sixty (60) days of the receipt of notice of such Third Third-Party ClaimClaim from the indemnitee. The Sellers’ Agent If the indemnitor assumes such defense, the indemnitee shall have the right to receive copies of all pleadings, notices participate in the defense thereof and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledemploy counsel, at its own expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense; provided, that the indemnitor will not be liable for any legal expenses subsequently incurred by the indemnitee in connection with indemnitee’s participation in the defense of such Third-Party Claim. If the indemnitor does not assume the defense of any Third-Party Claim within such sixty (60) day period, the indemnitee may continue to defend such claim and the indemnitor may still participate in, but not to determine or conductcontrol, any the defense of the Third such Third-Party Claim at the indemnitor’s sole cost and expense. If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnitor in the defense or settlement negotiations prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor 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. The indemnitee (i) shall not admit any liability with respect to to, or settle, compromise or discharge, such Third-Party Claim without the Third Party Claim. However, except with the indemnitor’s prior written consent of the Sellers’ Agent, (which consent shall not be unreasonably withheldwithheld or delayed); and (ii) shall agree to any settlement, delayed compromise or conditioned, discharge of a Third-Party Claim which the indemnitor may recommend and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquirorits terms unconditionally releases, in customary form, the amount paid indemnitee from all liabilities and obligations in connection with such Third-Party Claim. The indemnitor shall not, without the settlement written consent of the indemnitee, enter into any settlement, compromise or resolution discharge or consent to the entry of any such claim to judgment which imposes any obligation or restriction upon the third-party indemnitee or does not include as an unconditional term thereof the giving by each claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating plaintiff to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for indemnitee of a release from all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers liability with respect to such settlement or resolutionThird-Party Claim.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a third-party Action claim which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for Acquirer in good faith believes may result in a claim for indemnification under any this Article 8 by or on behalf of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claiman Indemnified Person, a “Third Party Claim”), Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquirer may seek indemnification pursuant to a claim made hereunder). The SellersEffective Time Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the SellersEffective Time Holders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned, and which shall be deemed to have been given unless the SellersEffective Time Holders’ Agent shall have objected within fifteen (15) days Business Days after a written request for such consent by AcquirorAcquirer, the amount paid in the no settlement or resolution by Acquirer of any such claim that gives rise to a claim against the third-party claimant Escrow Fund by or on behalf of an Indemnified Person shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the SellersEffective Time Holders’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the SellersEffective Time Holders’ Agent nor the Sellers any Effective Time Holder shall have any power or authority to object under Section 7.7(b) 8.5 or any other provision of this Article VII 8 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares Fund or directly against such Sellers otherwise for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that Acquiror Acquirer becomes aware of a third-party Action claim (a "Third Party Claim") which constitutes Acquirer reasonably determines in good faith may result in a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Persondemand against the Escrow Fund, would provide a basis for a claim for indemnification under any Acquirer shall notify the Company of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”)and the Company, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, in any defense of such claim. Acquirer shall have the right in its reasonable discretion to settle any such Third Party Claim; provided, however, that if Acquirer settles any such Third Party Claim without the Company's consent (which consent shall not be unreasonably withheld or delayed), such settlement negotiations shall not be dispositive in the event Acquirer makes a claim against the Escrow Fund with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to Losses incurred by Acquirer in such mattersettlement. In the event that the Sellers’ Agent Company has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers Company shall have any no power or authority to object under Section 7.7(b) or any other provision of this Article VII 6 to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person Acquirer against the Indemnity Escrow Shares or directly against Fund with respect to the amount of Losses incurred by Acquirer in such Sellers settlement. For the avoidance of doubt, the Company shall have the right in its sole discretion and at its sole expense to conduct the defense of, and to settle, any Third Party Claim which is not an Assumed Liability in accordance with the provisions of this Agreement (an "Assumed Defense") and Acquirer hereby agrees to provide reasonable support at Company's expense with respect to such claims as requested by the Company. If the Company exercises its right to conduct an Assumed Defense, then the Company shall not make any assertion or agree to any settlement in the defense of such Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or resolutiondelayed) of Acquirer to the extent that any such assertion or settlement would prejudice or impair Acquirer's rights and interests in any Purchased Asset, including, but not limited to, any admission of infringement. Notwithstanding anything in this Section 6.2(e) to the contrary, Acquirer shall not make any assertion or agree to any settlement in the defense of any Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or delayed) of the Company to the extent that any such assertion or settlement would (i) result in any obligation on the part of the Company to indemnify a claim pursuant to Section 6.2(a)(i)(C), or (ii) prejudice or impair the Company's ability to defend or settle any claims then pending or threatened against the Company. including, but not limited to, any admission of infringement.

Third Party Claims. In Purchasers or Sellers against whom an indemnified third party Claim is made or brought shall give the event other of them an opportunity to defend such Claim, at the indemnifying Parties’ own expense and with counsel selected by the indemnifying Parties and reasonably satisfactory to the indemnified Parties, provided that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent indemnified Parties at all times also shall have the right to receive copies of all pleadings, notices and communications with respect participate fully in the defense at their own expense. If the indemnifying Parties elect not to any Third Party Claim to assume the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine Claim (or conduct, any defense of if the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which indemnifying Parties shall be deemed to have been given unless waived its right to defend such Claim), the Sellers’ Agent Parties against whom such Claim is made shall have objected within fifteen (15) days after a written request for such consent by Acquirorthe right, but not the obligation, to undertake the sole defense of, and to compromise or settle, the amount paid Claim on behalf, for the account, and at the risk and expense of the indemnifying Parties (including without limitation the payment by the indemnifying Parties of the attorneys’ fees of the indemnified Parties); provided, however, that if indemnified Parties undertake the sole defense of such Claim on behalf, for the account, and at the risk and expense of the indemnifying Parties, the Indemnified Parties shall defend such Claim in good faith and shall apprise the indemnifying Parties from time to time of the progress of such defense. If one or more of the indemnifying Parties assumes the defense of such Claim, the obligation of such indemnifying Parties hereunder as to such Claim shall include taking all steps necessary in the defense or settlement or resolution of such Claim. The indemnifying Parties, in the defense of such Claim, shall not consent to the entry of any such claim judgment or enter into any settlement (except with the written consent of the indemnified Parties) which does not include as an unconditional term thereof the giving by the claimant to the third-party claimant indemnified Parties against whom such Claim is made a release from all liability in respect of such Claim (which release shall exclude only any obligations incurred in connection with any such settlement). If the Claim is one that cannot by its nature be determinative of defended solely by the existence of or amount of Indemnifiable Damages relating to such matter. In indemnifying Parties, then the event indemnifying Parties shall make available, at the indemnifying Parties’ expense, all information and assistance that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionindemnifying Parties reasonably may request.

Third Party Claims. In If the event that Acquiror becomes aware Indemnity Claim arises from the claim or demand of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Personthird party, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claim. The Sellers’ Agent Indemnitor shall have the right to receive copies of all pleadingsdefend any such Indemnity Claim. If an Indemnitor elects to defend any such Indemnity Claim, notices it shall pay its expenses in connection therewith and communications with respect to shall pay any Third Party judgment, damage or other liability arising from such Indemnity Claim to or the extent that receipt settlement thereof. If the Indemnitor has assumed the defense of such documents does Indemnity Claim, the Indemnitee shall have the right, but not affect any privilege relating to any Indemnified Person and shall be entitled, at its expensethe obligation, to participate inin or monitor the defense thereof by counsel of its own choosing. The Indemnitor shall not agree to a compromise or settlement of any such Indemnity Claim, but not to determine or conduct, any in the defense thereof in the defense of the Third Party any such Indemnity Claim or settlement negotiations with respect consent to the Third Party Claim. However, except with entry of any judgment against or affecting the Indemnitee without the written consent of the Sellers’ AgentIndemnitee, which or enter into any settlement, without the written consent of the Indemnitee. If the Indemnitor shall not be unreasonably withheldtimely notify the Indemnitee of its election to defend any Indemnity Claim (and, delayed or conditionedin the case of litigated Indemnity Claims, actually assume the defense of such Indemnity Claim), the Indemnitee may defend against such Indemnity Claim in such manner as it may deem appropriate, and if the Indemnitee shall desire to settle such Indemnity Claim, it shall give the Indemnitor prior written notice of the proposed settlement. Within ten (10) days following receipt by the Indemnitor of such written notice, the Indemnitor shall either (i) consent to such settlement, in which event the Indemnitee may settle such claim on the terms consented to by the Indemnitor and the amount of such settlement and all reasonable and proper expenses of settling such Indemnity Claim shall thereupon be chargeable to and payable by the Indemnitor, or (ii) assume the defense of such Indemnity Claim. If the Indemnitor shall refuse to consent to settlement and shall refuse or be unable to assume the defense of such Indemnity Claim, the Indemnitee may settle such claim in the amount of the proposed settlement and all reasonable and proper expenses of settling such Indemnity Claim shall thereupon be chargeable to and payable by the Indemnitor. If no settlement of such Indemnity Claim is made, the Indemnitor shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request chargeable for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers judgment rendered with respect to such settlement Indemnity Claim and for all expenses, legal or resolutionotherwise, incurred by the Indemnitee in the defense of such Indemnity Claim and shall pay such amounts immediately upon demand by the Indemnitee. The Indemnitor and the Indemnitee shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with any Indemnity Claim pursuant to this subsection 11.2(b). Reimbursement to the Indemnitee of any expenses and other amounts due the Indemnitee shall be made by the Indemnitor from time to time as such expenses and amounts are incurred by the Indemnitee.

Third Party Claims. In No later than ten (10) Business Days after receipt by a Person entitled to indemnity under Section 6 hereof (an “Indemnified Person”) of notice of the event that Acquiror becomes aware assertion of a thirdThird-party Action which constitutes Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such section (an “Indemnifying Person”) of the assertion of such Third-Party Claim and a matter for which either (a) copy of any writing by which, such Third-Party assertion is made. The failure to notify the Indemnifying Person will relieve the Indemnifying Person of any liability that it may have to any Indemnified Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person’s failure to give such notice. If an Indemnified Person is gives notice to the Indemnifying Person hereunder of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to indemnification under Section 7.2 or Section 7.3 participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (b) if determined adversely ii), the Indemnifying Person fails to Acquiror provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person (provided, such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person hereunder for any fees of other counsel or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion expenses with respect to conduct the defense of and to settle or resolve any such Third Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. The Sellers’ Agent If the Indemnifying Person assumes the defense of a Third-Party Claim, such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person, the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and, the Indemnified Person shall have the right to receive copies of all pleadings, notices and communications no liability with respect to any Third Party Claim to the extent that receipt compromise or settlement of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at Third-Party Claims effected without its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ AgentConsent, which shall not be unreasonably withheld. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen ten (1510) days after a written request for the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such consent by AcquirorThird-Party Claim, the amount paid Indemnifying Person will be bound by any determination made in the settlement or resolution of any such claim to the thirdThird-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) Party Claim or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) compromise or settlement effected by or on behalf of any the Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionPerson.

Third Party Claims. In If any investigation, action or other proceeding (each a "Proceeding") is initiated against any Seller Indemnitee or Buyer Indemnitee (each an "Indemnitee") by any third party and such Indemnitee intends to seek indemnification from Sellers and the event Shareholder or Buyer (each an "Indemnitor"), as applicable, under this Article on account of its involvement in such Proceeding, then such Indemnitee will give prompt notice to the applicable Indemnitor of such Proceeding; provided, that Acquiror becomes aware the failure to so notify such Indemnitor will not relieve such Indemnitor of a third-party Action which constitutes a matter for which either its obligations under this Article, but will reduce such obligations by the amount of damages or increased costs and expenses attributable to such failure to give notice. Upon receipt of such notice, such Indemnitor will diligently defend against such Proceeding on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, that (a) an Indemnified Person is entitled if such Indemnitor fails or refuses to indemnification under Section 7.2 or Section 7.3 or conduct such defense, (b) if determined adversely such Indemnitee has been advised by counsel that it has material defenses available to Acquiror it which are not available to such Indemnitor and which counsel for such Indemnitor refuses to raise, or any that its interests in such Proceeding are adverse to such Indemnitor's interests (other Indemnified Person, would provide than as a basis for a claim for indemnification result of such Indemnitor's and Indemnitee's interests being adverse under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”this Agreement), Acquiror shall have (c) equitable remedies are being sought against the right Indemnitee in its sole discretion to conduct such Proceeding or (d) the defense liability of and to settle or resolve any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications Indemnitor(s) with respect to any Third Party Claim such Proceeding, due to the extent that receipt limitations set forth in this Article, is less than 50% of the amount being sought in such documents does not affect Proceeding, then such Indemnitee may defend against such Proceeding at such Indemnitor's expense. Such Indemnitor or Indemnitee, as applicable, may participate in any privilege relating to any Indemnified Person and shall be entitled, Proceeding being defended against by the other at its own expense, to participate in, but and will not to determine or conduct, settle any defense of Proceeding without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior consent of the Sellers’ Agentother, which shall consent will not be unreasonably withheld; provided, delayed that the consent of an Indemnitor is not required if such Indemnitor failed or conditioned, and which shall be deemed refused to have been given unless defend the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Indemnitee in the settlement or resolution Proceeding that is being settled. Such Indemnitor and Indemnitee will cooperate with each other in the conduct of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionProceeding.

Third Party Claims. In the event that Acquiror becomes aware of If any legal action is initiated against a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 hereto (each an “Indemnitee”) by any third party, and such claimIndemnitee intends to seek indemnification from Seller or Purchaser (each an “Indemnitor”) as applicable, a “Third Party Claim”)under this Article 7 on account of its involvement in such legal action, Acquiror shall have then such Indemnitee will give prompt notice to the right in its sole discretion to conduct the defense applicable Indemnitor of and to settle or resolve any such Third Party Claimlegal action. The Sellers’ Agent shall have failure to so notify such Indemnitor will not relieve such Indemnitor of its obligations under this Article 7, but will reduce such obligations by the right amount of damages or increased costs and expenses attributable to receive copies of all pleadings, notices and communications with respect such failure to any Third Party Claim to the extent that give notice. Upon receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitlednotice, such Indemnitor will diligently defend against such legal action on behalf of such Indemnitee at its own expense using counsel reasonably acceptable to such Indemnitee; provided, however, that if such Indemnitor fails or refuses to conduct such defense, or such Indemnitee has been advised by counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that its interests in such legal action are adverse to such Indemnitor's interests, then such Indemnitee may defend against such legal action at such Indemnitor's expense. Such Indemnitor or Indemnitee, as applicable, may participate in any legal action being defended against by the other at its own expense, to participate in, but and will not to determine or conduct, settle any defense of legal action without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior consent of the Sellers’ Agentother, which shall consent will not be unreasonably withheld, delayed or conditioned, . Such Indemnitor and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Indemnitee will cooperate with each other in the settlement or resolution conduct of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionlegal action.

Third Party Claims. In Within ten Business Days after an Indemnitee receives written notice of the event that Acquiror becomes aware commencement of a third-any Proceeding by any third party Action which constitutes a matter for which either (a) an Indemnified Person is entitled such Indemnitee reasonably believes may give rise to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under any this Article X, notify such Indemnitor in writing in reasonable detail of clauses such Proceeding and include with such notice copies of all notices and documents (aincluding court papers) through (j) served on or received by the Indemnitee from or on behalf of Section 7.2 or clauses (a) through (e) such third party. Upon receipt of Section 7.3 (each such claimnotice, a “Third Party Claim”)the Indemnitor shall be entitled to participate in such Proceeding, Acquiror shall have or, by giving written notice to the right in its Indemnitee to assume the defense thereof at the Indemnitor's sole discretion expense, with counsel reasonably satisfactory to conduct the Indemnitee. After notice to the Indemnitee of the Indemnitor's election to assume the defense of such Proceeding, the Indemnitor shall not be liable to the Indemnitee under this Article X for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, provided that if within twenty days after receiving written notice from the Indemnitee (i) the Indemnitor fails to take reasonable steps necessary to defend diligently such Proceeding or (ii) the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all Costs relating to 147 155 the matter, the Indemnitee may assume its own defense, and to settle the Indemnitor will be liable for all reasonable costs or resolve any such Third Party Claimexpenses paid or incurred in connection therewith. The Sellers’ Agent shall have Indemnitor will not enter into any settlement of any Proceeding without the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior written consent of the Sellers’ AgentIndemnitee, which consent shall not be unreasonably withheld, delayed . If a firm offer is made to settle a Proceeding without leading to liability or conditioned, the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and which shall be deemed the Indemnitor desires to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for accept and agree to such consent by Acquiroroffer, the amount paid in the settlement or resolution of any such claim Indemnitor will give written notice to the third-party claimant shall Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten Business Days after receipt of such notice, the Indemnitee may continue to contest or defend such Proceeding and, in such event, the maximum liability to the Indemnitor as to such Proceeding will not be determinative of exceed the existence of or amount of Indemnifiable Damages relating to such mattersettlement offer, plus costs and expenses paid or incurred by the Indemnitee through the end of such ten Business Day period. In the event Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Sellers’ Agent has consented (or Indemnitor is deemed to have consented pursuant not liable to the preceding sentence) to any such settlement or resolutionIndemnitee under this Section 10.2(d), such consent or deemed consent the Indemnitee shall be final act reasonably and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such Proceeding (i) unless such 148 156 settlement or resolutioncompromise includes an unconditional release of the Indemnitor and the Indemnitee from all liability arising out of such Proceeding, and (ii) without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The parties hereto agree to render to the others such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Proceeding, including providing relevant documentation to the other parties and making employees available on a mutually convenient basis to provide additional information and explanation of any relevant materials or to testify in or with respect to such Proceeding.

Third Party Claims. In connection with any claim that may give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a person that is not a party hereto, the event Indemnitors may, upon notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if the Indemnitors jointly acknowledge in writing to the relevant Indemnitee the right of such Indemnitee to indemnity pursuant hereto in respect of the entirety of such claim and provide written evidence reasonably satisfactory to such Indemnitee that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall Indemnitors have the right financial wherewithal to defend and pay such claim in its sole discretion full. If the Indemnitors assume the defense of any such claim or Proceeding, the Indemnitors shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnitors shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.04, the Indemnitors shall be authorized to settle consent to a settlement of, or resolve the entry of any judgment arising from, any such Third Party Claim. The Sellers’ Agent claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that the Indemnitors shall have the right paid or caused to receive copies of be paid all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt amounts arising out of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine settlement or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except judgment concurrently with the consent of effectiveness thereof; provided further, that the Sellers’ Agent, which Indemnitors shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed authorized to have been given unless encumber any of the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution assets of any such claim Indemnitee or to agree to any restriction that would apply to any Indemnitee or to the third-party claimant shall not be determinative conduct of the existence of or amount of Indemnifiable Damages relating to such matter. In the event Indemnitee's business; and provided further, that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) a condition to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision a complete release of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Indemnitee with respect to such settlement claim. Such Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnitors in the defense of any claim or resolutionProceeding being defended by the Indemnitors pursuant to this Clause (d). If the Indemnitors do not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Clause (d), such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnitors, on such terms as such Indemnitee may deem appropriate. If the Indemnitors seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnitors shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Third Party Claims. In Within 20 days after an Indemnitee receives notice of any third party claim or the event that Acquiror becomes aware commencement of a third-any action by any third party Action which constitutes a matter for which either (a) an Indemnified Person is entitled such Indemnitee reasonably believes may give rise to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article III, notify such Indemnitor in writing in reasonable detail of such claim or action and include with such notice copies of all notices and documents (including court papers) served on or received by the Indemnitee from such third party. Failure to so notify the Indemnitor will not relieve the Indemnitor from any liability for Losses under this Article III except to the extent that such omission results in a failure of clauses (a) through (j) actual notice to the Indemnitor and the Indemnitor is materially damaged as a result thereof. Upon receipt of Section 7.2 such notice, the Indemnitor shall be entitled to participate in such claim or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion action or to conduct assume the defense of thereof, and to settle or resolve compromise such claim or action, provided that if the Indemnitee has elected to be represented by separate counsel pursuant to the proviso to the following sentence, such settlement or compromise shall be effected only with the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. After notice to the Indemnitee of the Indemnitor's election to assume the defense of such claim or action, the Indemnitor shall not be liable to the Indemnitee under this Article III for any such Third Party Claimlegal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Sellers’ Agent Indemnitee shall have the right to receive copies employ counsel to represent it if either (i) such claim or action involves remedies other than monetary damages and such remedies, in the Indemnitee's reasonable judgment, could have a Material Adverse Effect on such Indemnitee or (ii) the Indemnitee may have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnitor, and in any such event the fees and expenses of all pleadingssuch separate counsel shall be paid by the Indemnitor. If the Indemnitor does not elect to assume the defense of such claim or action within 14 calendar days of the Indemnitee's delivery of notice of such a claim or action, notices the Indemnitee shall be entitled to assume the defense thereof. Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Section 3.3, the Indemnitee shall act reasonably and communications in accordance with its good faith business judgment with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person defense, and shall be entitled, at its expense, to participate in, but not to determine settle or conduct, compromise any defense of the Third Party Claim such claim or settlement negotiations with respect to the Third Party Claim. However, except with action without the consent of the Sellers’ AgentIndemnitor, which consent shall not be unreasonably withheld, delayed withheld or conditioned, delayed. The Parties hereto agree to render to each other such assistance as may reasonably be requested in order to insure the proper and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution adequate defense of any such claim or action, including making employees available on a mutually convenient basis to the third-party claimant shall not be determinative provide additional information and explanation of the existence of any relevant materials or amount of Indemnifiable Damages to testify at any proceedings relating to such matter. In the event that the Sellers’ Agent has consented (claim or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionaction.

Third Party Claims. In (i) Upon receipt of written notice from the event that Acquiror becomes aware Indemnitee of a third-party Action Claim, the Indemnitor shall promptly pay the amount of the Claim, unless the Indemnitor shall dispute the Claim or the amount thereof, and the Indemnitor may provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which constitutes a the Claim arose, at the Indemnitor's sole cost, risk and expense. If the Indemnitor assumes such defense, the Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim at the sole cost of the Indemnitee. After notice from the Indemnitor to the Indemnitee of the Indemnitor's election to assume the defense, compromise or settlement of such Claim, the Indemnitor shall not, as long as it diligently conducts such defense, be liable to the Indemnitee for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror any fees of other counsel or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion expenses with respect to conduct the defense of and to settle such Claim, in each case subsequently incurred by the Indemnitee in connection with the defense, compromise, or resolve any such Third Party settlement of the Claim. The Sellers’ Agent Indemnitor shall have the right to receive copies elect to settle any Claim for monetary damages without the Indemnitee's consent, only if the settlement includes a complete release of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents Indemnitee. If the settlement does not affect any privilege relating include such a release, it will be subject to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ AgentIndemnitee, which consent shall not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of unreasonably withheld. If the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against Claim results in a judgment or settlement, the Indemnity Escrow Shares Indemnitor shall promptly pay such judgment or directly against such Sellers with respect to such settlement or resolutionsettlement.

Third Party Claims. In Within 15 business days after an Indemnitee receives notice of any third party claim or the event that Acquiror becomes aware commencement of a third-any action by any third party Action which constitutes a matter for which either (a) an Indemnified Person is entitled such Indemnitee reasonably believes may give rise to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under any Section 7, notify such Indemnitor in writing in reasonable detail of clauses (a) through (j) such claim or action, PROVIDED, HOWEVER, that failure to so notify the Indemnitor shall not relieve the Indemnitor of Section 7.2 its indemnification obligations hereunder, except to the extent the Indemnitor is actually prejudiced thereby. Upon receipt of such notice, the Indemnitor shall be entitled to participate in such claim or clauses (a) through (e) of Section 7.3 (each such claimaction, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct assume the defense of thereof with counsel reasonably satisfactory to the Indemnitee, and to settle or resolve compromise such claim or action without the consent of the Indemnitee as long as such settlement or compromise (i) does not include the entry of any judgment or provide for injunctive or other non-monetary relief affecting the Indemnitee and (ii) includes as an unconditional term thereof the giving by such Third Party Claimplaintiff or claimant of a release from all liability with respect to such claim or litigation; PROVIDED that if the Indemnitee has elected to be represented by separate counsel pursuant to the proviso to the following sentence, such settlement or compromise shall be effected only with the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Sellers’ Agent After notice to the Indemnitee of the Indemnitor's election to assume the defense of such claim or action, the Indemnitor shall not be liable to the Indemnitee under Section 7 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation (although the Indemnitee shall have the right to receive copies of all pleadingsparticipate in any defense at its own cost and expense); PROVIDED, notices HOWEVER, that the Indemnitee shall have the right to employ counsel to represent it at the Indemnitor's expense if either (x) such claim or action involves remedies other than monetary damages and communications such remedies, in the Indemnitee's reasonable judgment, could have a material adverse effect on such Indemnitee or (y) the Indemnitee may have available to it one or more defenses or counterclaims which are inconsistent with respect one or more defenses or counterclaims which may be alleged by the Indemnitor. If the Indemnitor does not elect to any Third Party Claim to assume the extent that receipt defense of such documents does not affect claim or action, the Indemnitee shall have the full right to defend against any privilege relating to any Indemnified Person such claim or demand and shall be entitledentitled to agree to settle, at its expense, to participate in, but not to determine compromise or conduct, any defense of the Third Party Claim pay in full such claim or settlement negotiations with respect to the Third Party Claim. However, except with demand without the consent of the Sellers’ Agent, which shall not Indemnitor. The parties hereto agree to render to each other such assistance as may reasonably be unreasonably withheld, delayed or conditioned, requested in order to insure the proper and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution adequate defense of any such claim or action, including making employees available on a mutually convenient basis to the third-party claimant shall not be determinative provide additional information and explanation of the existence of any relevant materials or amount of Indemnifiable Damages to testify at any proceedings relating to such matterclaim or action. In For the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionpurposes of this Agreement, such consent or deemed consent a "BUSINESS DAY" shall be final and binding a day other than a Saturday, Sunday or other day on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject which commercial banks in New York, New York are authorized or required by law to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionclose.

Third Party Claims. In the event that Acquiror Parent becomes aware of a third-party Action claim which constitutes Parent reasonably believes may result in a matter demand against the Escrow Fund or for which either (a) an Indemnified Person is entitled other indemnification pursuant to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Personthis Article VIII, would provide a basis for a claim for indemnification under any Parent shall notify the Stockholder Representative of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”and the Stockholder Representative shall be entitled on behalf of the Company Stockholders, at its expense, to participate in (including receiving copies of all documents prepared or received by Parent in connection therewith), Acquiror but not to determine or conduct, the defense of such claim. Parent shall give the Stockholder Representative periodic updates regarding the progress of the claim and shall consult with the Stockholder Representative regarding the defense of the claim. If there is a third party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts incurred or accrued by the Indemnified Parties in defense of such third-party claim (including reasonable counter-claims), regardless of the outcome of such claim, shall be deemed Losses hereunder. Parent shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve settle, any such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadingsclaim; provided, notices and communications with respect to any Third Party Claim to the extent however, that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ AgentStockholder Representative, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid in the no settlement or resolution of any such claim to the with third-party claimant claimants shall not be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Sellers’ Agent Stockholder Representative has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers Company Stockholders shall have any no power or authority to object under Section 7.7(b) or any other provision of this Article VII VIII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person Parent against the Indemnity Escrow Shares or directly against such Sellers Fund with respect to such settlement. Notwithstanding the foregoing, the Stockholder Representative shall have the right on behalf of the Company Stockholders, in his sole discretion, to conduct the defense of, and to settle, any third-party claim relating solely to the federal income Tax returns of the Company for periods in which the Company filed Form 1120-S, provided that any settlement of such a claims shall be subject to the review and approval of Parent, which will not be unreasonably withheld, delayed or resolutionconditioned and provided further that such settlement amount, to extent such amount is paid by Parent or an Indemnified Party, shall be deemed Losses hereunder.

Third Party Claims. In the event that Acquiror If Newco becomes aware of a third-claim of a third party Action which constitutes (including for all purposes of this Section 6.4, any Governmental Authority) that Newco believes, in good faith, may result in a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror claim by it or any other Indemnified PersonNewco Indemnitee against Intel, would provide a basis for a Newco shall notify Intel of such claim for indemnification under as promptly as practicable; provided, that any failure to so notify Intel shall not relieve Intel of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each its obligations hereunder, except to the extent such claim, a “Third Party Claim”), Acquiror failure shall have materially adversely prejudiced Intel. Intel shall have the right in its sole discretion right, but not the duty, to assume and conduct the defense of such claim at its expense; provided, however, that Intel may not assume control of the defense of a suit or proceeding involving criminal liability. Intel shall conduct such defense in a commercially reasonable manner, and shall be authorized to settle or resolve any such Third Party Claim. The Sellers’ Agent claim without the consent of Newco, provided, however, that: (a) Intel shall not be authorized to encumber any assets of Newco or agree to any restriction that would apply to Newco or the conduct of Newco’s business; (b) Intel shall have the right paid or caused to receive copies be paid any amounts arising out of all pleadings, notices such settlement; (c) a condition to any such settlement shall be a complete release of Newco and communications any other Newco Indemnitee against whom such claim has been made with respect to such third party claim; and (d) Intel shall not be authorized to settle any Third Party Claim claim that would reasonably be expected to have a material effect on a Tax liability of Newco that is not subject to indemnification by Intel hereunder without Newco’s consent, which consent shall not be unreasonably withheld or delayed. With respect to any claim for which Intel assumes the defense of Newco, Newco shall be entitled to participate in (but not control) the defense of such third party claim, with its own counsel and at its own expense, and Newco shall take such action as Intel shall reasonably request to assist Intel in the defense of any such third party claim, provided that Intel shall reimburse Newco for any reasonable out-of-pocket expenses incurred in taking any such requested action. If Intel does not assume the defense of any third party claim in accordance with the provisions hereof, Newco may defend such third party claim in a commercially reasonable manner and may settle such third party claim after giving written notice of the terms thereof to Intel, and such legal expenses shall be indemnifiable Losses hereunder to the extent that receipt of such documents does not affect any privilege relating Newco is determined to any Indemnified Person and shall be entitled, at its expense, entitled to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request indemnification hereunder for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-third party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionclaim.

Third Party Claims. In 3.1 Where the event that Acquiror becomes aware Purchaser and/or Holdings and/or HHL and/or any of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is the Subsidiaries is/are at any time entitled to indemnification under Section 7.2 recover from some other person (including any insurer) any sum in respect of any matter giving rise to a Claim, Indemnity Claim or Section 7.3 or (b) if determined adversely to Acquiror an Environmental Claim the Purchaser shall and shall procure that Holdings and/or HHL or any of the Subsidiaries shall take such reasonable steps to enforce such recovery (and in the case of recovery against any insurer, to pursue such claim as a reasonable and prudent insured who is not afforded the benefit of rights of indemnity such as those afforded under this agreement) prior to taking any action against the Warrantors (other Indemnified Personthan notifying the Warrantors of the Claim, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 Indemnity or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Environmental Claim”), Acquiror but without affecting any action which the Purchaser may wish to bring against the Warrantors provided that in respect of an Environmental Claim this paragraph 3.1 shall have only apply in respect of recovery against the right Environmental Insurance Policy. In respect of such action that may be taken against third parties (other than under the Environmental Insurance Policy) in its sole discretion relation to conduct the defense subject matter of an Environmental Claim the Purchaser agrees, upon satisfaction of the Environmental Claims, to assign and to settle or resolve procure the assignment by any member of the Xxxx Group of its and their rights to claim against such Third Party Claim. The Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim third party to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Warrantors and shall be entitled, at its expense, to participate in, but not to determine or conduct, otherwise cooperate and procure the cooperation of any defense member of the Third Party Claim Xxxx Group with the Warrantors insofar as they reasonably request subject to satisfactory indemnification for its or settlement negotiations with respect their costs and expenses in doing so. Subject to paragraph 1.1, the Warrantors shall indemnify and keep indemnified the Purchaser and the relevant members of the Xxxx Group to the Third Party Claim. HoweverPurchaser’s reasonable satisfaction, except with against all costs, charges, taxation and expenses which may be suffered or incurred by the consent Purchaser or relevant member of the Sellers’ Agent, which shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent shall have objected within fifteen (15) days after a written request for such consent by Acquiror, the amount paid Xxxx Group in the settlement or resolution of any such claim relation to the third-party claimant shall not be determinative performance of the existence of or amount of Indemnifiable Damages relating to such mattertheir obligations under this paragraph 3.1. In the event that the Sellers’ Agent has consented (Purchaser or is deemed to have consented pursuant to Holdings or HHL or any of the preceding sentence) to Subsidiaries shall recover any amount from such settlement other person the amount of the Claim, Indemnity Claim or resolution, such consent or deemed consent Environmental Claim shall be final reduced by the amount recovered (including any repayment supplement) less all costs, charges and binding on expenses incurred by the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power Purchaser or authority to object under Section 7.7(b) Holdings or HHL or any of the Subsidiaries in recovering that sum from such other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolutionperson.

Third Party Claims. In the event that Acquiror becomes aware Parent or the Surviving Corporation receives written notice of a third-party Action which constitutes claim (a matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “"Third Party Claim”)") that Parent reasonably expects may result in a demand against the Escrow Fund, Acquiror Parent shall have provide the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party ClaimShareholder Agent with reasonably prompt written notice thereof. The Sellers’ Agent Shareholder Agent, as representative for the shareholders of the Company, shall have the right to receive copies participate in or, by giving written notice to Parent, to assume the defense of all pleadings, notices and communications with respect to any Third Party Claim at the expense of the Escrow Fund and by counsel selected by the Shareholder Agent (which counsel must be reasonably satisfactory to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Parent), and Parent will cooperate in good faith (and shall be entitled, at its expense, permitted to participate inat Parent's expense) in such defense; provided, but however, that the Shareholder Agent shall not be entitled to determine or conduct, any assume control of the defense of the any Third Party Claim that (i) could reasonably be expected to have any material impact on the ongoing operations or settlement negotiations with respect goodwill of the Surviving Corporation or Parent or (ii) could reasonably be expected to result in Losses in excess of the Escrow Fund. Parent shall not settle any Third Party Claim. However, except with Claim without the consent of the Sellers’ Shareholder Agent, which shall consent will not be unreasonably withheld, delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ delayed, or withheld. The Shareholder Agent shall have objected within fifteen (15) days after a written request for such not settle any Third Party Claim without the consent by Acquirorof Parent, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall which consent will not be determinative of the existence of unreasonably conditioned, delayed, or amount of Indemnifiable Damages relating to such matterwithheld. In the event that the Sellers’ Shareholder Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolutionsettlement, such consent or deemed consent shall be final and binding on the Sellers’ Shareholder Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any no power or authority to object under Section 7.7(b) or any other provision of this Article VII IX to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person Parent against the Indemnity Escrow Shares or directly against such Sellers Fund with respect to the amount of Losses incurred by Parent in such settlement or resolutionas consented to by the Shareholder Agent.

Third Party Claims. In the event that Acquiror becomes aware of Except with respect to Tax Claims, which are addressed in Section 7.6, if a third-party Action which constitutes a matter for which either (a) an Indemnified Person is person entitled or claiming to be entitled to indemnification pursuant to Sections 9.2 or 9.3 (such person, an “Indemnitee”) in respect of any action or the assertion of any claim, liability or obligation by a third party, against which claim, liability or obligation a person is, or may be, required under Section 7.2 Sections 9.2 or Section 7.3 9.3 to indemnify Indemnitee (such person, an “Indemnitor”), an Indemnitee shall promptly notify Indemnitor in writing of the commencement or assertion thereof (bthe “Claim Notice”) if determined adversely to Acquiror or any other Indemnified Person, would provide and give Indemnitor a basis for a claim for indemnification under any copy of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of process and to settle or resolve any such Third Party Claimall legal pleadings relating thereto. The Sellers’ Agent Indemnitor shall have the right to receive copies contest and conduct the defense of all pleadings, notices and communications with respect such action by giving written notice to any Third Party Claim Indemnitee of its election to do so within ten (10) Business Days of the extent that receipt of the Claim Notice, and Indemnitee may participate in such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, defense by counsel of its own choosing at its expenseown expense provided that, prior to participate inassuming control of such defense, but the Indemnitor must acknowledge that it may have an indemnity obligation for Losses resulting from such action as provided under this Article 9. Indemnitee shall not to determine settle or conductcompromise any claim, any defense of action or proceeding for which Indemnitee is seeking indemnification under this Article 9 without the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the prior written consent of the Sellers’ AgentIndemnitor, which shall not be unreasonably withheld. If the Indemnitor assumes control of the defense of any action in accordance with the provisions of this Section 9.4(a), delayed the Indemnitor shall not settle such action unless (i) such settlement is on exclusively monetary terms and the Indemnitor shall pay or conditionedcause to be paid all amounts arising out of such settlement either concurrently or with the effectiveness thereof and such settlement includes a complete and irrevocable general release executed by all persons who brought such action, and which release shall release the Indemnitee from any liability without prejudice, or (ii) the Indemnitee shall have consented in writing to the terms of such settlement. In circumstances where the Indemnitor is controlling the defense of an action in accordance with this Section 9.4(a), the Indemnitee shall be deemed entitled to have been given unless participate in the Sellers’ Agent shall have objected within fifteen (15) days after a written request defense of the action and to employ separate counsel of its choice for such consent by Acquirorpurpose, in which case the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall have any power or authority to object under Section 7.7(b) or any other provision of this Article VII to any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyerssuch separate counsel shall be borne by the Indemnitee; provided that in such event the Indemnitor shall pay the fees and expenses of such separate counsel (x) incurred by the Indemnitee prior to the date of the Indemnitor assuming control of the defense of the action or (y) if representation of both the Indemnitor and Indemnitee by the same counsel would create a conflict of interest. Failure of Indemnitee to give the Claim Notice to Indemnitor promptly shall not affect Indemnitee’s rights to indemnification hereunder, experts except if (and other professionalsthen only to the extent that) Indemnitor incurs additional expenses or Indemnitor’s defense of such claim is actually prejudiced by or on behalf reason of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect failure to such settlement or resolutiongive timely notice.

Third Party Claims. In the event that Acquiror an Indemnified Person becomes aware of a third-party Action which constitutes a matter for which either (a) claim that it believes may result in an Indemnified indemnification or offset claim against the Escrow Fund or the Indemnifying Person is entitled to indemnification under Section 7.2 by or Section 7.3 or (b) if determined adversely to Acquiror or any other on behalf of an Indemnified Person, would provide a basis for a claim for indemnification under any the Indemnified Person shall promptly notify the Indemnifying Person in writing and in reasonable detail of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such third-party claim, a “Third Party Claim”)provided however that no delay in providing such notice shall affect an Indemnified Person’s rights hereunder, Acquiror unless (and then only to the extent that) the Indemnifying Person is materially prejudiced thereby. The Indemnifying Person shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third Party Claimclaim (and the costs and expenses incurred by it in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Indemnifying Person may seek indemnification pursuant to a claim made hereunder). The Sellers’ Agent Sellers Representative or Purchaser, as the case may be, shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Third Party Claim third-party claim or settlement negotiations with respect to the Third Party Claimthird-party claim. However, except with the consent of the Sellers’ AgentSellers Representative or Purchaser, as the case may be (which consent shall not be unreasonably withheld, conditioned or delayed or conditioned, and which shall be deemed to have been given unless the Sellers’ Agent Sellers Representative or Purchaser, as the case may be, shall have objected within fifteen (15) 15 days after a written request for such consent by AcquirorPurchaser or Sellers Representative, as the amount paid in the case may be), no settlement or resolution of any such claim to the with any third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Sellers’ Agent Sellers Representative has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Sellers’ Agent and neither the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent Representative nor the Sellers any Seller shall have any power or authority to object under (including pursuant to Section 7.7(b) 9.6 or any other provision of this Article VII Section 9) to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers Fund for indemnity with respect to such settlement or resolution.